Equestria Ninja Girls in Space
by ChaosMagemon
Summary: Picking up where they left off, the Rainbooms after escaping the planet earth's destruction at the hands of the Triceraton Empire are given a second chance to stop them from destroying their planet. They return to their world on board a space ship where the turtles and their friend the Fugitoid set out into space to stop the Triceratons and save planet Earth.
1. A Second Chance

**(Hi, guys. I know I said I wouldn't be making any few fics, and focus on Avatar Naruto. But this I have in mind was already completed elsewhere and I want it to be put here with the first Equestria Ninja Girls. I hope you enjoy this take on the Space series with the CHS girls joining their turtle friends in Space to save their planet.)**

In the Castle of Friendship in Ponyville, Princess Twilight and Spike were sitting at their thrones while accompanied by their friends whom they knew since they moved to Ponyville. However also in the room were another set of Twilight, Spike, and their friends along with another pony who was a unicorn with a light brilliant amber coat, and her mane and tail was a combination of red and yellow, with a red and yellow shimmering sun cutie mark.

The rest of the girls were wearing clothing unlike the first half. They were in fact the ponies counterparts from the human world. After the events of the Triceraton Invasion which resulted in the dinosaur alien race unleashing a black hole on earth, the girls fled through the portal to Equestria for safety, but lost their home.

The CHS girls sighed still unable to bear what happened, "Come on, girls cheer up." Pinkie Pie told her transformed human self and her friends.

"How can we?" Sunset Shimmer asked dismally.

"We lost our home, our friends, and families." CHS Rarity said, still feeling saddened by their loss.

"Yeah. Even I still can't find anything positive for this situation." CHS Pinkie Pie said feeling dismal.

"I really wish I could do something to help." Princess Twilight replied.

"Well, I'm afraid that's impossible." Sunset answered.

"And I doubt anything can help us now." CHS Twilight added.

Suddenly a light started shining in the castle, taking everyone by surprise, "What's that?" Spike asked.

"I don't know." Dog Spike answered.

That light turned into a portal that opened and what they saw on the other side were their old friends from New York city, the ninja turtles, April O'Neil and Casey Jones.

"Girls! Can you hear us?!" Leo called out.

"Leo? Guys, is that really you?" Princess Twilight asked with hope.

"Yes. Hurry and get through. There isn't much time!" Leo ordered.

"What do you think, girls?" CHS Twilight asked.

"I know we can always trust the turtles." CHS Applejack said.

"Then let's go!" Sunset Shimmer ordered.

"I'm coming too," Princess Twilight said before turning to her Ponyville friends, "You girls hold down the fort. I don't know when I'll be back. But I'll return. Come on, Spike!"

"Right!" her assistant agreed, as they headed for the portal.

"Hurry! Hurry!" Donnie cried, as the portal was getting weaker.

And so the group of pony girls and two dragons jumped into the portal before it closed, leaving the five ponies in confusion, "So who's going to tell this to Princess Celestia?" Fluttershy asked, as they had no idea what to do.

* * *

Meanwhile the girls and Spike were flying through the portal before suddenly noticing they were changing back to their human selves, and both Spike's became dogs.

They landed on the other side of the portal with a thud, "Will everyone get off me?!" Rarity cried.

"At least you aren't on the bottom." Twilight groaned from the bottom.

"Hang on, girls." April said, as their friends helped them up.

When they were on their feet and had balance again, they noticed their mutant friends, "Guys! It's you!" Pinkie cried.

"Pinkie!" Mikey cried, as the two embraced and laughed.

The rest of the girls embraced the turtles, April, and Casey, "It's so good to see you all." Rarity said with joy.

"And it's great to see you too." April agreed.

Raph looked ahead and saw another Twilight wearing glasses and had her hair in a ponytail, "Twilight?" he looked seeing the Twilight they already knew, "Twilight?"

"Twilight?" the mutants asked in confusion.

"Pinkie!" Pinkie jumped up and cheered.

The girls rolled their eyes, as Leo spoke, "Two Twilight's? What's going on here?"

"A clone?" Casey asked.

"Not exactly," Princess Twilight began, as she showed her human counterpart over, "This is actually my counterpart from this world."

"Whoa. Freaky." Mikey gasped, only to get slapped in the head by Raph.

"Um, are these really?" Twilight began.

"Yeah, these here are the friends we told ya about." Applejack began.

Rainbow introduced them, "That's Leonardo, Raphael, Donatello, Michelangelo, April, and Casey."

"Amazing, mutant terrapins." Twilight gasped, as she straightened her glasses.

Casey noticed the two dogs, "Hey, Spike. So is this also..."

"Yeah, this guy here's my counterpart from this world." Spike introduced him.

"Hi there." Dog Spike barked.

Casey jumped back, "Whoa! He can talk too?"

"Yeah. But I couldn't always talk like this." Dog Spike answered.

"Um,pardon me for asking, but where are we?" Fluttershy wondered.

They looked around seeing they were on a space ship, "It looks like a space craft." Twilight said in amaze.

"Space craft?" the girls asked together.

"But that would mean..." Applejack began, only to get cut off by Pinkie Pie.

"Girls, look at this!"

They turned and saw Pinkie gazing out the window of the ship with her face pressed against the glass. They ran over to the window and looked out seeing the vast depths of outer space.

"No way!" Rainbow gasped.

"We're in outer space?!" Twilight gasped in amaze.

"This is unbelievable!" Sunset gasped.

"But it's real." Donnie assured.

"Ok, guys. What're you doing up here in space?" Rainbow asked, "Or how did you get up here, and how did you bring us here?"

"How we got here is quite the story," Donnie began, "But we managed to get you here through a Time Dimensional Portal that penetrated the barrier between our world and Equestria through time and space."

"But how were you able to pull it off?" Princess Twilight asked.

"That would be me, my dear." came a new voice.

Everyone looked ahead and saw coming down some stairs and into the bridge was a six foot tall robot that was slender-built. He had a rounded head and armored arms and legs. His body parts were colored opalescent white. His eyes were glassy light board dark with orange lights. His eyes and mouth looked light bulb pixels.

The Rainbooms were surprised at the sight of the robot, as it spoke again, "Greetings, girls. My name is Professor Zayton Honeycutt. But you can call me Fugitoid. Welcome aboard my ship, The Ulixes."

"Wowee zowee! A robot?!" Pinkie gasped.

"Amazing!" Twilight ran to the Fugitoid and examined him, "An actual fully sentient multi-functional automaton!"

"I'd still prefer Fugitoid, thank you, Ms. Sparkle."

"You know me?" she gasped.

"Of course. I know all of you thanks to my friends here." Fugitoid motioned to the Turtles.

"Would you all please explain what's going on?" Rarity asked politely.

"Well, you all had to know what happened to earth." Leo answered.

"We do." Applejack sighed.

"But how did this happen at all?" Twilight asked.

"Sit down, girls. There's a lot to talk about." Leo instructed.

* * *

So the group sat down, as Leo and his brothers told the girls precisely what went on during the Triceraton invasion from their POV. Needless to say the girls were shocked and surprised to have heard what led to the destruction of the planet.

"So that's it?" Princess Twilight gasped.

"That about sums it up." Donnie answered with a sigh.

Rainbow Dash frowned and kicked one of the stations seats with a grunt, "I can't believe this! I can't believe Shredder doomed the planet!"

"That yellow bellied snake in the grass!" Applejack expressed her anger towards the mad man.

"He allowed the destruction of the planet over any chance of seeing Karai again?" Fluttershy asked in disbelief.

"I guess his thirst for revenge was too strong." Princess Twilight sighed.

"Don't worry, when we stop all this and get back to earth we'll make sure Shredder pays." Raph promised.

"I just can't believe it. Splinter is actually gone." Sunset Shimmer said with sorrow.

"Was gone," Leo corrected her, "But thanks to Fugitoid we have six months to stop the Triceratons from destroying the earth."

"We just have to find the black hole generator pieces." April added.

"And by destroying them, the earth will be unharmed." Fugitoid finished.

"Well, you can count on us to help you." Princess Twilight promised.

"Thanks, girls. We knew we could count on you." Leo smiled.

"That's us for you. Loyal to the end." Rainbow declared, before she started glowing.

"Rainbow Dash?" Mikey asked.

"Don't worry, this is normal for us." Rainbow answered, as she floated up and gained her pony features before landing.

"Fascinating." Fugitoid gasped in wonder.

"You ponied up!" Casey said with excitement.

"But how?" Raph asked.

"Yeah. Don't you only do that when you play music?" Mikey asked.

"We first thought that was the only way," Sunset explained, "But we found out we can pony up by just expressing who we really are."

"Based off the element of harmony you represent." Donnie realized.

"Exactly." Princess Twilight confirmed.

"So how exactly did ya manage to find us?" Applejack asked.

Fugitoid elaborated, "While scanning around through the vast dimensions in search for the the black hole pieces we happened across an odd anomaly coming from a particular dimension that was all the way in the future."

"We learned it was you girls coming from Equestria in the future we're trying to prevent." Donnie put in.

"We're just glad you were all ok." Raph said.

"Yeah. What happened to you all?" April inquired.

The girls sighed, "I guess you could say what happened with us is exactly what happened to the rest of your friends." Sunset explained.

* * *

 _The girls flashed back to what was going on at CHS when the Black Hole generator was set off and started sucking everything into the sky._

 _The faculty and students were trying to take cover, as Lyra cried in a panic, "We're done for!"_

 _Bonbon embraced Lyra, "Hold me close, Lyra!" the girls screamed, as they were pulled up into the sky._

 _Sandalwood and Micro Chips who were hanging onto a tree branch each lost their grip and were getting sucked up too. Lyra and Bonbon were the first two to get swallowed up into the black hole followed by Sandalwood and Micro Chips._

 _One by one the various students and teachers were getting swallowed up, as the Rainbooms took cover by a bench, lamppost, and trees, "What do we do now?!" Fluttershy cried._

 _"Applejack!"_

 _"Rarity!"_

 _"Rainbow Dash!"_

 _The three girls looked over and saw Applebloom, Sweetie Belle, and Scootaloo holding onto a bench for their lives, "Girls, hang on!" Rainbow called._

 _"We can't!" Scootaloo cried, until the three lost their grip and got swallowed up into the black hole screaming._

 _"NO!" Applejack and Rarity cried with tears in their eyes._

 _"Girls!" they heard a voice. They saw it was from Principal Celestia who was holding onto a tree with Vice Principal Luna, "You have to get out of here! Go through the portal to Princess Twilight's home!" the principal ordered._

 _"What about all of you?" Sunset Shimmer called._

 _"There's no helping us now. You have to go and save yourselves. Maybe Twilight can find a way to stop this." V.P Luna called._

 _"We can't just leave you all!" Rainbow replied._

 _"That's an order as your principal!" Celestia ordered, "Now hurry!" she and Luna lost grip and got swallowed up into the black hole._

 _"Girls, we have to go!" Sunset called, as she eyed the portal to Equestria._

 _"Looks like there's no choice." Applejack said, feeling sad for not being able to help her sister or the rest of her family._

 _So they ran for the portal despite the strong vacuuming force that was trying to pull them in. They all just managed to jump through the portal before the statue was pulled off from the pavement and into the black hole with everything else._

* * *

It cut back to their time, as the turtles were distraught, "Oh, man." Mikey gasped.

"We're so sorry, girls." Leo apologized.

"Watching everyone get sucked up like that, it was just so..." Fluttershy trailed off while looking ready to burst into tears.

"We know how ya feel." Raph comforted her.

"But it can all be avoided." Leo brightened their spirits.

Princess Twilight stood up, "Leo's right. If we can destroy the heart of darkness before the Triceratons find the pieces then planet earth is safe."

"Well, count me in on saving the earth." Rainbow stepped forward.

"Me two." Applejack stood by Rainbow Dash.

"Me two too." Pinkie said.

"I'll do it for all the animals of planet earth." Fluttershy added.

"And for everyone as well." Rarity put in.

"We'll all do it." Sunset offered.

"I'm not sure how much help I can offer compared to my friends," Twilight said, feeling unsure before looking determined, "But I'll do whatever I can."

"And we'll help too." Spike said.

"We sure will." Dog Spike agreed.

"Oh yeah!" Mikey cheered, "The whole gang's back together again!"

"With all of us together those Triceratons won't know what hit 'em!" Casey cheered.

"Hands in everyone," Mikey called, as the whole group put their hands in, before Mikey turned to their robot friend, "Come on, Fugitoid, you too."

"Oh, thank you." Fugitoid's eyes lit up making it look like he was smiling, before laying his hand on top.

"Booyakasha!" they announced together.

 **(And that's chapter one. Don't miss next time my friends.)**


	2. Walk in Space

**(Welcome back. Hope you're all ready to see the girls get their first experience in fighting in outer space. And meet their first newest enemies since the Shredder.)**

Way out in space, the Ulixes was traveling through the star system. Inside the ship, the turtles and the Rainbooms were catching up on what else has happened before the earth was swallowed up.

Currently the Rainbooms were discussing the events of the Friendship Games which was where they met the Twilight of their world, "And that's when I decided to transfer to CHS." Human Twilight finished explaining.

Needless to say, the turtles, April, and Casey were lost for words, "Whoa. Talk about a wicked event." Raph said in amaze.

"An event that took a scary turn." Donnie noted.

"Dude, that Principal Cinch lady should've been arrested for blackmailing you and acting like she didn't do a thing wrong." Casey told Human Twilight.

"Or the very least fired from her job." April put in.

"We know." Rainbow agreed.

"See this is why I don't go to school." Mikey told them, only to get smacked by Raph.

"We don't go to school anyway, Mikey!"

"I can't imagine what it must've been like to be consumed by all that magic." Leo feared.

"It was nightmare," Human Twilight sighed, "All I wanted was to understand magic, but with the pressure from my old classmates and Principal Cinch blackmailing me it just spun out of control." she pat Spike who enjoyed it.

Sunset laid a hand on her friends shoulder giving her a comforting smile, "I've been there."

"Plus you're with us now." Applejack reminded her.

"And us too." Mikey smiled, as he stood by his bros.

Human Twilight smiled, "Thanks, guys."

"And you shouldn't feel so bad about trying to discover such remarkable anomalies, Twilight," Fugitoid began, "After all, who doesn't want to discover the vast wonders of the universe?"

"Pardon me, Fugitoid," Rarity spoke up, "But exactly where did you come from, and how are you so sentient?"

"Well, Rarity, since you asked so nicely I'll elucidate. You see I wasn't always a robot. I was once a man."

"A man?" Fluttershy asked.

"So you're a cyborg?" Human Twilight asked.

"Interesting." Princess Twilight said, feeling astounded.

"Indeed. I am from the planet D'Hoonib, a planet of humanoid scientists obsessed with penetrating the highest truths of the universe."

"Sounds like my kind of planet." Human Twilight said.

"Mine too." Princess Twilight agreed, as both Spike's rolled their eyes.

"One day I was working on a new form of psionic technology when the Triceratons came looking for me. They came to me to force me to build them weapons. When I refused, they attacked and destroyed everything in sight, leaving me hanging by a whim. My robot assistant placed my own brain in its own body. A man merged with machine, and I was reborn as a cyborg!" The top of his head opened up and levitating out was a human brain.

"Oh, dear." Rarity gasped at the sight of the brain.

"Ooh, brainy." Pinkie was ready to poke it, only for both Twilight's to pull her back.

"Pinkie!" They cried.

"What?"

"The human brain is very delicate." Human Twilight warned her.

"Would you want anyone poking at yours?" Princess Twilight asked.

"Maybe if it tickled." she grinned, as the two Twilight's sighed.

Fugitoid continued, "When the Triceratons found out I was alive, they deemed me a criminal; A Fugitive Android.

"Fugitoid. Now it makes sense." Sunset Shimmer said.

"Quite so," Fugitoid suddenly looked dismal, "Of course my greatest fear has been the idea of losing my humanity. I don't want to be just considered a machine."

Applejack playfully punched his shoulder, "Well, shoot. We'd never think of you like that, Professor."

"Yeah. So what if you're a human brain in a robot body?" Rainbow Dash asked.

"Everyone of us is different." Rarity motioned to the whole group who nodded.

"And that's what makes us who we are." Princess Twilight finished.

Fugitoid's eyes changed to a look of happiness, "Thank you all. I needed that little pick me up."

Suddenly the ship jerked knocking everyone to the floor, "What was that?" Applejack asked.

Fugitoid pulled up the ship on the monitor and saw some damage to one of the wings, "Well, isn't that swell?" he asked in sarcasm.

"Don't worry, Professor we'll patch it up." Donnie promised.

"Hey, let's go for a jump into space. You girls up for it?" Mikey asked.

"You mean walk out there in space?" Twilight asked in excitement.

"But we can't go out there without protective gear." Sunset Shimmer said.

"Don't worry, ladies. There's plenty of space suits for you all." Fugitoid said.

"Space suits?" The girls asked.

* * *

Fugitoid showed the group inside the storage room where they saw multiple space suits, gadgets, blasters, and weapons set up.

"Girls, we hit an all time high on the awesomeness scale!" Rainbow cheered.

"Holy moly!" Pinkie gasped.

"My space fantasies have come true." Human Twilight marveled.

"You'll find the astro suits are complete with oxygen converters, gravity boosters, and even alien language translators." Fugitoid explained, as the girls went to try some on.

Soon enough the girls stepped out wearing colored space jumpsuits like April's. Both Twilight's were colored purple, Rainbow's in blue, Pinkie's was pink, Rarity's was white, Fluttershy's was green, Sunset Shimmer's was red, and Applejack's was orange.

"This is awesome." Rainbow looked herself over.

"This is a style I can work with." Rarity admitted.

"Hey, Twilight, check us out." Spike called, as he and his dog counterpart stepped out wearing space suits made for dogs.

"You both look good." Princess Twilight smiled.

"Thanks. I just hope I don't get an itch while wearing this." Dog Spike tried scratching with his back paw but the suit was making it so his nails couldn't scratch his body.

"Now we're ready." Human Twilight said.

"Might I suggest you arm yourselves," Fugitoid suggested, "Better you go out there armed than not at all." Fugitoid showed them to a long line of space weapons.

The girls gathered around, as Princess Twilight picked up a space version of her trademark ninja weapon the kamayari. Rainbow Dash grabbed a space version of the naginata. Applejack grabbed a space version of shuko hand claws, with the claw parts made of plasma. Pinkie took a space version of her old bakuhatsugama with a plasma sickle. Rarity took two plasma sickle weapons, while admiring the plasma blades glowed purple like her hair. Sunset Shimmer held some space age kunai and throwing starts. Finally Fluttershy grabbed a space age fukedake blowgun.

The girls posed with their space age ninja weapons, as Rainbow spoke, "Like old times, huh, girls?"

"This certainly feels like a space age style." Rarity admitted.

Human Twilight looked over the weapons, and spoke, "I'm not exactly good with weaponry."

"Pick something you feel is right for you, regardless of inexperience." Leo encouraged her.

Human Twilight looked at the line up, before she stopped and looked at two hand blasters. She picked them up and held them up like she was a secret agent.

"An excellent choice, Twilight. Now, girls, don't stray too far from the ship got that?" Fugitoid asked.

"Yes, Fugitoid." Princess Twilight, said, as the girls headed off followed by the others.

* * *

Outside the ship, the whole group had dawned their space helmets and jumped out of the ship. They floated around the gravity free zone while using their rocket packs to maneuver around.

"Check it out!" Rainbow cheered, as she floated around.

"This is the greatest experience ever." Princess Twilight gasped.

"I'll say." Human Twilight agreed.

"Yeah. The first dog in space has got nothing on this." Dog Spike said, as he and his Equestrian counterpart flew around.

"Look at me I'm flying!" Pinkie squealed, as she used her rocket pack to fly all around.

"Wait for me!" Mikey cheered, as he flew after her.

"Hard to imagine back on earth our past selves are doing who knows what, while we're up here in the farthest reaches of outer space?" Sunset asked.

"Yeah. We must be like the first kids in space." Applejack said, as she wore her stetson hat inside her space helmet.

"Well, second to April and I." Casey corrected her.

While the turtles and the humans were busy having fun out in space, Donnie was helping Fugitoid on damage control, "Well, no leaks, but we still gotta patch this up." Donnie told the professor.

"Indeed. Though we can't risk it out here. There may be unexpected asteroids like before." Fugitoid replied.

"Yeah. Hey, guys. Back inside the ship!" Donnie called out.

Pinkie groaned, "Do we have too?"

"Fugitoid's orders." Leo said, as they flew back for the ship.

* * *

Once on board, they removed their helmets. When Pinkie removed hers, her hair was all flat. One shake of her head and suddenly her hair poofed back to its puffy style.

"So where can we land this ship?" Rainbow asked the Fugitoid.

"Not to worry, Rainbow Dash," Fugitoid pulled up some coordinates onto an orange planet on the monitor, "The planet Ooglon. A nice quaint deserted planet, which I guarantee will be the last place the Triceratons will find us."

"You're sure about that?" Princess Twilight asked.

"Positive. At least about 97%."

"So a three percentage we will?" Applejack asked dryly.

"Well, the odds are in our favor," Fugitoid shrugged, "Anyway, let's get moving. Stations everyone!" They all crammed into the four stations surrounding Fugitoid before the ship took off for the planet.

* * *

When they arrived they touched down onto the planet. They looked through the ships window seeing it was indeed deserted. The whole landscape looked like an endless canyon.

"You were right about this being deserted." April told Fugitoid.

"Indeed. Well, I'll go and start working on repairs." Fugitoid said.

"I guess the rest of us can explore outside." Leo added.

"Remember not to stray too far from the ship." Fugitoid warned them, as they stepped outside.

They walked outside wearing their helmets and began looking around. Pinkie spoke up, "We're on another planet. I can strike that off my list of things to do before I die."

"You really thought about going to another planet?" Spike asked.

"Of course." she grinned.

"Well, even for a deserted planet, there doesn't seem to be much to it." Rarity noted, as she walked around.

"That's why it's called deserted, sister." Raph replied, while Rarity scowled at his snarky answer.

Fluttershy looked around and sighed, "What a shame that no creature lives here."

"Don't be so naïve, Fluttershy," Rainbow said, "If creatures did live here you'd think they'd be anything like earth animals?"

"Well, I can imagine some would be bigger."

"Bigger and deadlier!" Rainbow got into her face making her afraid.

Pinkie was wandering further from the group before she heard something. She peaked around the corner of a boulder and saw an android walking around.

"Hey. Another robot. And if a robot is here, then maybe there is life on this planet. I'll go ask him," Pinkie ran over and spoke to the android, "Hi there. My name's Pinkie Pie. What's yours?"

The android turned around to reveal it was carrying a blaster, while in the chest cavity was a pink squishy brain alien that looked like it was sleeping, but instead was controlling the robot.

"Kraang is what is known as Kraang!" the robot spoke, as it's mouth glowed with every word it spoke.

"Kraang?" Pinkie asked, "Funny. My turtles friends told me they faced a group with a similar name like that. What a coincidence."

"Puffy haired human, knows the ones called the turtles?"

"Oh, yeah. We're good friends. You know them too? That's great. I can take you to meet them." she offered, only for the Kraang to point its blaster at her and spoke.

"Take Kraang to the ones known as the Turtles."

Pinkie seeing the blaster get powered up grinned sheepishly, "I'm guessing you're the bad aliens that are the Kraang that the turtles mentioned?" The Kraang responded by further powering up its blaster.

* * *

Back with the group, Fugitoid called out, "Repairs are complete. We should get going now."

April looked around, "Where's Pinkie Pie?"

Raph sighed, "Figures she'd be the one to wander off. Though it's a miracle Mikey didn't wander off before her."

"I'm right here!" Mikey frowned.

"Hey, guys!" Pinkie called.

"Pinkie!" the girls cheered in relief, until they saw her walking over with her hands up. Behind her was the Kraang droid pointing its blaster at her.

"I kinda made a friend who isn't really friendly." she said nervously.

"A Kraang!" Leo called.

"That's a Kraang?" Sunset asked.

"Brain in the stomach so yeah." Mikey replied.

"Kraang has discovered the ones known as the turtles on the planet which is known as Ooglon."

"One measly Kraang isn't such a problem." Casey said with no fear.

"Yeah. We can totally take him on." Rainbow agreed.

"The human with rainbow colored hair is incorrect. Kraang has friends." The Kraang tossed a bunch of portable Kraang portal devices that projected portals.

"Uh, I don't like this looks of this." Human Twilight said in worry.

Emerging from the portals were a number of Kraang and Biotroids looking ready to fight, "That's a lot of Kraang." Applejack said in equal worry.

"Kraang, take the ones called the turtles prisoner, as well as the humans accompanying the ones called the turtles." a Kraang ordered.

Rainbow spoke up, "We're called the Rainbooms, and don't you forget it."

"Kraang is in what as known as acknowledgment. Kraang shall not forget the ones known as the Rainbooms."

"Do they seriously talk like this all the time?" Rainbow asked the turtles, while feeling annoyed.

"I know it's annoying, but it's how they are." Donnie replied.

"Ninjas, take them down!" Leo ordered, as the group went on the attack.

The girls fought the Kraang droids like they did with the Foot bots, but were dodging their blaster shots in the process.

Rainbow was using her weapon to defeat two droids while smirking, "Now this takes me back."

Human Twilight took cover before whipping out her new blasters and thought to herself, 'You can do this.' she fired a shot at a Kraang droid making it shut down and fall to the ground. The Kraang inside it climbed out and crawled away.

"Good shot, Twilight!" Dog Spike called.

Biotroids were trying to grab Rarity, who was dodging, "Get back you disgusting apes!" she swung her plasma sickles at a Biotroid disabling it.

"Watch out for the butt cannons!" Mikey called to her.

"What cannons?" Rarity asked, hoping she didn't hear what Mikey described them as. The two other Biotroids turned around and bent over sticking their rears in Rarity's direction. Their butts opened up to reveal two cannons each, "Oh, my stars!" Rarity cried, as she ninja rolled around to avoid the shots.

Princess Twilight was striking some Kraang droids alongside Leo, while speaking, "Is this what the Kraang Invasion on the city was like?"

"No. It was worse." Leo answered, as they fought.

Casey was launching photon pucks with his stick. The pucks exploded upon contact with the Kraang Droids. Fugitoid and Human Twilight were also blasting away at the Kraang Droids.

Unfortunately, no matter how many droids they took down, more just kept coming through the portals at an alarming rate. Suddenly the whole group was surrounded, as a droid tasered Fugitoid causing him to shut down.

"Fugitoid!" Pinkie cried, only for the droids to aim their blasters at her and the others.

"Drop your weapons and raise what is known as arms." a droid ordered.

The group having no options dropped their weapons and raised their arms, "Oh, space apples." Raph groaned.

One of the droids announced, "Kraang, take the prisoners to that which is known as Kraang's Headquarters on the planet known as Ooglon!"

"Affirmative, Kraang."

The group was worried seeing they were in hot water right now, but had to be strong and hoped that they would be able to turn the tables somehow.

 **(And there's the chapter. Don't miss next time, where the team has to face the most annoying Kraang in all of Dimension X. And if you want to know how the girls look in their space outfits, look up my friend from deviantart BozzerKazooers. See you all later.)**


	3. Pinkie's Kraang Comedy Show

**(And welcome to my next chapter where the Rainbooms get a first hand experience with fighting the Kraang.)**

As the Kraang droids were escorting the turtles, Rainbooms, Casey, and April, some were carrying the unconscious Fugitoid, and the groups weapons, "Stay strong, everyone." Leo whispered to his comrades.

"Kinda hard to do when there are blasters aimed at my back!" Rarity whispered her discomfort.

"Keep it together, girl." Applejack hushed her.

A Kraang Droid who was leading the escort, turned around and spoke while aiming his blaster at them, "The ones who are captives will do what is known as 'be quiet'!" The group shut up, before pressing on.

They walked before reaching a Kraang base, "Whoa, an actual alien headquarters." Twilight gasped in awe.

"Don't look so surprised, girl," Raph warned her, "This ain't a field trip after all."

* * *

They entered the HQ, where the droids escorted them through the halls, before stopping into a room. One of the droids spoke up, "Kraang has returned with the ones called the turtles and others."

The group looked and saw they were talking to a teenage girl shorter than April and Casey. She had short dark purple hair and wore glasses. The Rainbooms were confused, as Rainbow spoke, "Ok, who is this?"

"Don't tell me she's leading these here Kraang?" Applejack asked in skepticism.

"That's not a girl, Applejack." Donnie warned her.

"Huh?" the girls wondered, "Then what is she?" Sunset asked.

To their shock the girl's body started expanding to reveal it was a robot exoskeleton, "Wowie!" Pinkie gasped.

"Look there!" Princess Twilight motioned to what was piloting it.

In the cockpit was a Kraang with a left cyberoptic eyepiece, a prosthetic claw in his front left tentacle, a scar across his face, and a blue tattoo around his right eye. The Kraang left out a laugh before speaking, "Welcome, freaks and humans, to our Ooglon base. Sorry we can't offer you refreshments."

"Well, how's that for hospitality." Rarity crossed her arms.

"Who're you?" Fluttershy asked the Kraang.

The Kraang hearing that suddenly looked insulted, "Who am I? Who am I?! Don't tell me you haven't heard of me, Kraang Subprime? The Greatest Kraang spawn in all of Dimension X!"

"I'm sorry, I haven't. Sorry." Fluttershy shivered at his anger.

Subprime sighed, "What's a Kraang gotta do to get a little recognition around here? No matter. I hope you'll all enjoy your time here, because once I hand you over to Kraang Prime I will be rewarded greatly," he laughed, only to hear laughter coming from Pinkie Pie, "Hey, what're you laughing at?!"

Pinkie giggled, "I'm sorry, but your voice." she laughed.

"What's wrong with my voice?!"

"It's just so funny!" Pinkie cracked up.

Mikey realizing it laughed with Pinkie, "He does have a funny voice."

Raph sighed, "Really? You just figured that out now?"

Subprime growled, as he stepped forward and aimed a blaster at them, "How about I give you something to laugh about?!"

"I'm the one that makes people laugh. Why I bet I can even make you Kraang laugh." Pinkie offered.

"Pinkie, I don't think..." Princess Twilight tried to stop her, only for Leo to shush her. She noticed Leo motioned to the Kraang holding their weapons and Twilight caught on and remained silent.

"Then I accept your challenge, girl." Subprime said, as he and a few droids stood by.

Pinkie began doing her crazy and hilarious antics from juggling random objects she was pulling out of her hair. Subprime and the Kraang watched, while the turtles took advantage of their distraction and reclaimed their weapons from the droids holding them. For an encore, Pinkie who was juggling cream pies tossed them above her head and opened her mouth swallowing three of them whole, before catching the fourth one and pied herself with it.

"Ta-dah!" she declared.

Suddenly Subprime burst into laughter, as his robot body fell to the floor with the legs swinging back and forth, "Oh! That was the funniest thing I ever saw!" he pounded the floor in a fit of laughter.

The droids looked at each other before one spoke, "That is what is known as funny." the droids gave off forced monotone laughter.

Pinkie smiled to see her performance was appreciated even by enemies. Suddenly her body started to glow and she levitated up taking on her pony features. Some of the droids were astounded, while Subprime was still caught up in his laughing fit to even noticed.

Subprime continued to laugh, "You know maybe we can keep her around as our comedian." he looked up only to see the turtles and the others standing before some defeated droids with their weapons in hand.

"Sorry to cut the performance, Subprime." Leo spoke, while aiming one of his katana at him.

Subprime ceased his laughter and returned to his angered look, "I will not be defied by turtle scum! Get them!" he ordered the droids who went into battle.

The turtles and Rainbooms did battle against the Kraang, until Donnie noticed Fugitoid was still unconscious, "We gotta wake Fugitoid up!"

"I can do that!" Pinkie answered, as she dodged a blaster shot. She landed by the robot before gripping his head, "Rise and shine, Fugy!" she headbutted the robot's head hard.

The professor's eyes fizzed before coming back online, "Oh, dear. What happened? Pinkie, is everything all right?"

"Well, not exactly." Pinkie answered, as Fugitoid saw his friends fighting the Kraang.

"Oh, no." he gasped.

"Come on, let's help!" Pinkie said, as she and Fugitoid joined the fight.

As many were fighting the Kraang up close, Twilight was blasting at them with her blasters, "I feel like I'm in one of my fave science fiction movies."

"Well, this isn't a movie. This is real." April assured, as they were back to back.

They kept on shooting while covering each others backs, until they were knocked aside by Subprime, "I'll start with you two." he chuckled, while buzz saws extended from his robots human hands.

"Girls, look out!" Princess Twilight called, as she and Leo jumped in and used their weapons to hold Subprime's robot arms in place.

April and Twilight got up and shot at the shoulders of Subprime's robot sending some sparks flying from them, "No one messes with Kraang Subprime!" he was prepared to attack again, until Dog Spike and Spike jumped from a higher platform they made they way up to earlier and landed on the robot's Irma head. As they tried biting and clawing at it, Subprime shouted, "Get off my head!" he grabbed the two dogs by their collars and held them above him, "Stupid mutts need to be leashed."

Princess Twilight and her human counterpart seeing this frowned, and ran at him. Princess Twilight turned to her counterpart, "Give me a boost!"

Twilight held her hands out together for her other world self, and Princess Twilight jumped onto them and was boosted up. Princess Twilight armed her weapon and shouted while flying at Subprime, "Booyahkasha!" she stabbed the upper half of Subprime's robot sending more sparks flying. This in turn caused him to drop the dogs.

Fugitoid extended his arms and grabbed them, "You two ok?" he asked.

"We are now." Dog Spike answered.

"Thanks, Fugitoid." Spike added.

Fugitoid spoke to the others, "My friends, now's the perfect time to make our escape!"

"I can agree to that." Raph replied, as they tried to escape, only for Subprime to block them.

"You're not going anywhere!"

April looked above and saw some pipes above Subprime and got an idea. She nudged Twilight and Casey and caught onto her plan. The girls took their blasters and shot at the pipes, while Casey knocked some photon pucks resulting in an explosion making the pipes above fall on Subprime.

"Come on!" Leo called, as they bolted for the exit.

Subprime crawled out from the pipes, and turned to some droids who just entered, "After the turtles and their human friends! Don't let them escape!" the droids took off.

* * *

Outside the base, the heroes ran for their lives back to the Ulixes, "You think we can make it back to the ship in time?" Sunset asked her friends.

"At the rate we're going there's a 76 percent chance we will." Fugitoid calculated.

"We'll have to work with it." Donnie replied, as they hurried.

Mikey looked back, "Uh, guys. We may wanna pick up the pace." The group looked back seeing the Kraang were in hot pursuit of them along with Subprime.

Fugitoid looked ahead and saw the ship, "There it is, come on!" The ran faster while avoiding the blaster shots. The reached the ship and ran up the ramp and got inside closing the door.

Inside the ship, Fugitoid announced, "Everyone to your stations!" they took stations and were prepared to take off, only for Subprime to latch himself onto the ships window.

"Surprise!"

The girls screamed, as Raph spoke, "That's the ugliest hood ornament ever."

"You freaks aren't going anywhere." Subprime called, until someone whistled to him.

Subprime looked up and saw standing atop the ship was Pinkie holding a single cream pie, "Hey, Subprime. Have a pie!" she tossed it, and the pie nailed Subprime in the face causing him to fall from the window and back on ground.

Pinkie poked her head down from the top and spoke to her friends, "Let's take off!"

The group agreed, as Fugitoid activated the ship that flew off the ground and blasted out of the planets atmosphere. Subprime who wiped the cream off his face saw them escape, "NO! It's not fair! Not fair! Not fair!" he grabbed two Kraang droids and bashed their robot heads together as he threw his tantrum.

* * *

Back in space, everyone on board the Ulixes cheered. Pinkie returned to the bridge and was met with congrats by her friends, "Pinkie, that was awesome!" Rainbow cheered.

"You saved us, dudette." Mikey added.

"Splendid job, Pinkie Pie." Fugitoid congratulated her.

"You did great, Pinkie. Thanks." Leo thanked her.

"No problem, Leo. After all I couldn't leave without getting the last laugh on Kraang Subprime, could I?"

"If you didn't you wouldn't be our funny girl." Sunset replied.

"Exactly. Well, we got a planet to save. To the the first piece of the black hole generator. Anchors away!" Pinkie declared.

 **(And there you go. Pinkie got the last laugh on Subprime, and now they're off again. Don't miss next time where the find the first piece of the black hole generator. See you then.)**


	4. Riddle of the Ancient Aeons part 1

**(And here's my next chapter where the team heads to find the first fragment of the black hole generator.)**

As the Ulixes flew through space, everyone was on the bridge save for Leo, Pinkie Pie, Rainbow Dash, and Mikey. Fugitoid spoke up, "Will one of you fetch the others? We are almost there."

"I'll go get Leo." Donnie offered, as he left the bridge.

"I'll go get the others." Sunset offered, as she left too.

Inside a wrek room, Mikey, Pinkie, and Rainbow were watching an old tortoise and the hare cartoon on a big screen TV, "GO!" Mikey called to the TV tortoise, "Move it will you? Oh, you're letting him blow right by you," he turned to Pinkie and Rainbow, "Can you believe this guy?"

Pinkie spoke to the TV as well, "Come on, don't just... Ninja Kick the Damn Rabbit!"

"Do something!" Rainbow called.

The doors opened and Sunset stepped in, "Guys, come on. Fugitoid needs us on the bridge.

"But it's getting right to the good part." Mikey complained.

Sunset rolled her eyes, "We all know how the story ends, Mikey."

"But this ending could be different," Mikey gasped deeply, "Like, what if the tortoise does lose?"

"Come on, Mikey. Fugitoid's orders." Rainbow said, as she and Pinkie helped Mikey along.

* * *

Soon the group along with Leo and Donnie returned to the bridge, "What's up, Fugitoid?" Leo asked.

"We're honing in on the first location of the black hole generator fragment." the robot explained.

"Yeah? Well, we ain't the only ones." Applejack motioned to the window.

They looked out to see a ship familiar to the turtles, "Oh, great." Raph sighed.

"Is that?" Princess Twilight began.

"The Triceraton mother ship." Donnie answered.

"I hope they can't see us." Fluttershy shook.

"Don't worry, I assure you they cannot hone in on us on radar," Fugitoid promised, "They also believe that the first piece of the black hole generator is on that planet. We just have to find it first."

April touched her forehead as if concentrating, as Rarity spoke, "Are you all right, April?"

"I'm fine, Rarity. But I have a feeling there's something wrong about this plan."

"What do you mean?" Spike asked.

"I can't really describe it." April replied.

* * *

Soon the group suited up and joined Fugitoid inside a miniature space ship to avoid attracting any unwanted attention. As they flew for the planet, Donnie typed some stuff in, "Activating cloaking." the ship suddenly became invisible to all eyes.

"Finally, we're getting some action." Casey said feeling pumped.

"I know. It's been awhile since something's happened." Rainbow agreed.

April spoke up, "That world's radiating a strange power. Almost like pure evil."

"Evil?" the girls asked in concern.

"Professor, we're flying into danger.' April warned the Fugitoid.

"Evil you say? Nonsense. This planet is Xaava-Dal; the oldest most beautiful paradise planet in the whole universe."

"Paradise planet?" Rarity asked.

"Sounds like it'd be a good vacation spot." Pinkie said.

"Oh it's absolutely gorgeous." Fugitoid assured them.

The ship touched down, and when the group got off they saw the planets surface was a dark an ominous landscape. Rarity looked around in disappointment, "This is paradise?"

"So much for a vacation spot." Pinkie sighed.

"I don't like this place." Fluttershy held onto Sunset Shimmer in fright.

Sunset calmed her, "It's ok, Fluttershy. Let's just stay close."

"Sunset's right. We best get a move on before them Triceraton varmints show up." Applejack suggested.

"Agreed. Let's hurry." Fugitoid ordered, as they proceeded onward.

* * *

As they walked, they continued to observe the dark area, while feeling uneasy, "This place is like..." Casey began, until April answered.

"Pure Evil? Yeah just what I said moments ago," she sighed, "No one listens to the psychic."

"Hey, welcome to the club." Spike replied.

Dog Spike sniffed around, "A lot of new smells to get used too around here. But I agree with April, something smells fishy."

Fugitoid looked around in confusion, "This world, it was once a vast, beautiful garden. It held ancient repositories of all the sacred knowledge in the cosmos. Not a single piece of technology was ever built here. The Aeons must've fled. And without their divine power, just look at this world."

"Professor, what're Aeons?" Twilight asked.

"Powerful ancient aliens. The first beings to evolve in the universe. Now they've all gone away." he sighed.

"Why would they leave to begin with?" Fluttershy wondered.

"I haven't the foggiest." Fugitoid answered.

They continued on, while Donnie was fiddling with his scanner, "This energy is really screwing up my readings."

Casey walked by and whacked Donnie in the back, "So fix it, genius! I thought you were supposed to be the smart one."

Donnie gritted his teeth before answering, "That's right. I am. Which clearly makes you the STUPID one!"

The girls gasped, as Fluttershy spoke, "Donnie, that's not nice."

"Fluttershy's right. That's certainly not like you." Rarity added in equal shock.

Mikey however laughed at Donnie's claim, "Ha! That definitely makes Raph the angry one."

"I'm clearly the handsome one," Raph retorted, "Here check it out, I got something for you." Raph held his fist out.

"Ooh," Mikey bumped the top of Raph's fist with his own, while Raph moved his arm and clonked Mikey's helmet, "Ah!"

"Ha! You're the gullible one." Raph mocked.

Mikey growled and pushed Raph, "I'm tired of you picking on me all the time! Ever since we were little, you've been giving me shell wedgies, wet willies, and reptile rug burns, and..."

"Mikey! Raph! Enough!" Leo broke them up.

"Leo's right. We have more important things to deal with here." Princess Twilight added.

Raph and Mikey just glared at each other warning one another this wasn't over, until they heard a strange sound, "What's that?" Sunset Shimmer asked.

"I don't know, but it doesn't sound friendly." Fluttershy answered.

They looked into the sky and saw black bat creatures flying their way, "Bat men!" Pinkie cried.

"Everyone, take cover!" Leo ordered, as everyone spread out to hide.

The bat creatures touched down and searched the area. When they felt there was no one present they took to the sky and flew off again. When the coast was clear, they all came out of hiding with Fugitoid feeling relieved, "Very strange. These creatures are definitely not native to this planet."

"You think they're the reason the Aeon's left?" Twilight wondered.

Raph spoke up, "Let's just move. Now we got demon bats and Triceratons to deal with. I hate outer space so, so much!"

Rarity let out an exasperated sigh, "Raphael, do you ever stop complaining?"

"What did you say?" Raph frowned at the girl.

"I know ever since this whole mission in space began, all you've ever done is complain about outer space!" Rarity voiced her annoyance with him.

"Watch it, girl." Raph warned her.

"And like you're one to talk about complainin', missy." Applejack added.

"Come again?" Rarity gasped.

"You spent an hour complainin' about makeup to wear before we got here." Applejack explained feeling just as annoyed as her.

"Well, excuse me for wanting to at least look presentable for whatever beings that live here." Rarity huffed.

"Don't think those bat critters care about looks." Applejack argued, as she and Rarity got into each others faces, until April came between them.

"Girls, knock it off!"

"Yeah. Having Mikey and Raph bicker is one thing. We don't need to start doing it too." Sunset agreed. Rarity and Applejack just looked away from each other, before they carried on.

* * *

As they continued, they took in the scenery, with Twilight speaking, "This jungle feels like it goes on forever."

"I think we passed that tree awhile back." Fluttershy noted.

Fugitoid gasped, "Well, it's no wonder. We're going around in circles."

"What?" Rainbow gasped.

"So we've been wasting who knows how much time?" Rarity asked in disbelief.

Donnie growled as he tried making his tracker work, until Casey spoke up, "We've been walking for miles, Donnie. That scanner's as useless as that gap in your teeth."

"Oh, let's not go back there, Casey." Donnie warned them, as the two argued about their gaps.

"And now they're at it." Princess Twilight sighed.

Pinkie and Mikey came between the two, "Will you guys stop it?" Pinkie asked.

"Yeah. You're more annoying than Raph!" Mikey added.

Raph hearing that suddenly went into full anger mode, "That's it!" he jumped Mikey and Pinkie Pie attacking them, prompting Casey to smack Donnie with his bat causing them to start fighting. As Leo and the others tried to break them up it only made things worse causing them to start fighting amongst each other.

"What're you doing?!" April tried breaking up Casey and Donnie, "Professor, a little help here?"

"Let go ya mutts!" Raph ordered, as both Spike's were clutching to his legs growling.

Fugitoid shot at the ground causing all of them to cease fighting. Fugitoid looked at them with his eyes showing anger, "You must all stop! Don't make me smack you. You see this? This is my smacking hand. I'll use it!" Pinkie and Fluttershy cowered at the threat.

The group broke it up, as Rainbow spoke, "He's right. What going on with us?"

"It feels dejavu." Sunset added.

"We have more important stuff to deal with. Like this." April showed them a wall with an ancient symbol drawn on it.

"Must be from an ancient civilization." Twilight theorized.

"Duh." Raph replied dryly, as Dog Spike growled at him.

Fugitoid inspected the drawing, "A mountain with a sun at its peak carved in the shape of a gemstone. What could it mean?"

"Um, guys. We got a problem." Rainbow said in worry.

They looked up seeing more bat demons flying in their direction, "Oh, no they're coming back!" Fluttershy panicked.

"Hide!" Princess Twilight ordered, as they took cover again.

The creatures landed and once again scoped out the scenery. As Fluttershy and Rainbow hid behind a rock, Fluttershy whispered, "You don't think they can smell fear, do you?"

"If they do, you'd give us away like that." Rainbow whispered back much to Fluttershy's ire.

When they saw some take off, Leo came out and sighed in relief, "Too close. Thank goodness they're..." he got caught off by a screeching sound, "They're not gone, are they?" he turned and saw there was still some remaining and began attacking the heroes. They all went into battle, but because of their enemies movements and knocking them around the turtles and girls just kept getting into one another's way which was only making them angry.

"Booyakasha!" Mikey tried to attack one of the bats, only to hit Raph instead, the funny turtle cringed.

Raph got up looking mad as ever, "I could've handled it! Mikey!" he shoved his brother causing his helmet to crack upon colliding with a rock. Mikey panicked from his broken helmet, while Raph suddenly felt worried, "Mikey!"

"My head's gonna pop!" Mikey cried, as he tried holding his breath, but kept panicking until he took a breath and ceased his screams, "Dude's we can breath the air!"

"It's not toxic?" Princess Twilight asked, as they removed their helmets.

"Well, this is a relief." Sunset sighed.

"And good thing too. My hair was getting in my way." Rarity fixed her hair. Applejack hearing that rolled her eyes.

Donnie smiled, only to get a helmet tossed at him courtesy of Raph, who got up in his face, "Donnie! You're telling me we could breathe the entire time?!"

Donnie growled at Raph's attitude, "Back off my shell, man!" As they argued the others continued fighting without worrying about needing air, but they were still getting tossed around and into each others way.

Mikey attacked one and announced, "Cowabunga!" He suddenly saw there were no more bat men to fight. He smirked, until the others rolled into his way still arguing and wrestling, forcing him to join them. April shouted to them, "Guys! You need to stop this. It's not you. It's the world that's affecting you."

"April's right. Ever since we got here we've been at each others throats." Princess Twilight stated.

Leo growled, as he tried to keep himself from losing it, "The rage! It's so hard to control!"

Mikey turned his head to the sky, "Then focus it on the demon dudes."

"So they want another helping, huh?" Rainbow asked, as she readied her weapon, "Fine by me."

Fugitoid spoke up, "There's too many. Run for your very lives!"

Princess Twilight called, "Retreat! Everyone, retreat!"

Raph ran past her and spoke, "Who died and made you leader all of a sudden?"

"Just shut up and run!" Leo ordered him, as they ran for it.

* * *

They ran through the jungle, with the demon bats in hot pursuit, "They're closing in, dudes!" Mikey cried.

"Don't look back!" Applejack called. Rarity accidentally looked back seeing so many demon bats were gaining and screamed.

They all met up in a clearing and stopped as the demon bats came together looking ready to attack. Suddenly they looked up and flew off in fright. The heroes stood awkwardly and confused, until Sunset spoke, "What was that about?"

"They just left?" Fluttershy asked in confusion.

April turned around seeing a statue, "I think it was because of this statue."

Mikey and Pinkie hugged it, "Thank you, statue!" Mikey beamed.

"Thank you! Thank you! Thank you!' Pinkie kissed the statue with gratitude.

Donnie noticed the Fugitoid staring deeply at it, "What is it, Professor?"

"Is it some kind of mystical guardian?" Princess Twilight asked.

"Sure has the feel of one." Spike answered.

Fugitoid answered, "It's a depiction of the Aeons. The beings that fled this world."

"I guess the bat critters really did drive them away." Applejack said.

"That's a bummer." Casey replied.

"Bummer?" Twilight asked in outrage, "Look what happened to their world because of this. Honestly, Casey, don't you have any compassion whatsoever?"

"Twilight, I'm sure Casey didn't mean anything by it." Sunset tried to calm her.

Twilight turned to Sunset directing her anger at her, "So now you're taking Casey's side? Figures you'd side with someone given who had no feelings for anyone but herself."

"Hey, let's not go into that, Twilight." Sunset warned her.

"Or what? You're gonna go She-Demon on me?" Twilight mocked.

"Twilight?" Dog Spike gasped.

Sunset growled, and tried to attack, but Rainbow and Applejack held her back, "Well, it's better than getting corrupted by magic and becoming Midnight Sparkle!" Sunset gasped when she realized what she just said.

Twilight stood as anger grew on her face, "That's it!" she screamed, before running at Sunset, much to everyone's worry.

"Twilight, no!" Dog Spike cried.

 **(Will Twilight unleash all her pent up anger on Sunset Shimmer. Will any of them overcome the evil corrupting the planet. And will they find the piece of the black hole generator before the Triceratons do? Find out next time.)**


	5. Riddle of the Ancient Aeons part 2

**(Welcome to the second half of the Aeon chapter. I hope you guys like it.)**

Twilight was running right at Sunset Shimmer ready to attack her in blind rage, "Twilight, don't do it!" Leo called.

"Sunset, move!" Applejack cried.

Sunset stood her ground. As Twilight jumped for her, Sunset caught her in her arms pulling her into a tight embrace, as Sunset whispered to her, "You're my friend, Twilight. You always will be."

The anger on Twilight's face melted away into a look of sadness and guilt, "Sunset, I... I don't know what came over me. I'm so sorry." she shed some tears.

"It's the planet," Leo reminded her, "It keeps messing with our heads."

"We have to stay focused or we'll end up tearing each other apart." Princess Twilight encouraged them.

"She's right," Rainbow said, "If we could overcome our squabbling through the Dazzlings, we can do it on an alien planet." Rainbow said with renewed confidence.

"Hear-hear!" Pinkie cheered.

"Guys, have you noticed the statue?" Mikey asked, as they saw a blue beam of light emitting from a gem in the statue into another direction.

"It's pointing." Spike noted.

"But to where?" Rarity wondered.

"Only one way to find out." April said, as the group followed the beam.

* * *

They followed it until it led them straight to a temple, "That is one dope alien temple." Casey said in amaze.

"Looks like something out of Daring Do." Princess Twilight said.

Rainbow turned to her, "Wait a minute, they have Daring Do in Equestria too?"

"Yeah. Do they in this dimension?"

"Yeah. She's got the greatest series of books ever!" Rainbow beamed.

"Focus, girls." Raph replied.

"I'll betcha it's loaded with booby traps." Leo said wearily.

"They always are." Rainbow replied.

"What's the worse that could happen?" Raph asked.

Upon walking through the entrance it closed on them sealing them inside, "We're trapped!" Fluttershy cried.

"It's so dark in here." Rainbow said.

"Ow! Who stood on my foot?" Twilight asked.

"Wasn't me." Sunset answered.

"Not me." Casey added.

Mikey spoke, "Ooh, Pinkie, your hair feels so smooth. And smells nicer too."

"You have two seconds to let go of my head." Rarity threatened him.

"Oops, sorry, Rares."

Fugitoid's eyes glowed and functioned like flashlights. The group noticed hieroglyphics on the temple walls, "Amazing." April inspected the markings.

"It's definitely alien." Donnie noted.

"What's it say, Professor?" Sunset asked.

Fugitoid inspected the markings, "It's in ancient Aeoneon. When the Soul Star, uh, reaches the mountain's peak, uh, the light of the Aeons shall illuminate all."

"What does that even mean?" Rainbow asked in confusion.

"Yo, check it out," Casey motioned to a panel on the wall, "What do you think this does?"

"Casey, no!" Princess Twilight called.

Suddenly a buzz saw came down from the ceiling severing Fugitoid's left arm off, "Oh, dear." the professor said.

"It does that, you big dummy!" Donnie scolded the hockey boy. Soon buzz saws started popping up from all over the walls and floor. Everyone was frantically dodging them before jumping into another chamber.

Raph turned to Casey, "Casey! Stop touching stuff!"

Casey looked sheepish, "That was completely my bad."

"Professor, your arm." Twilight gasped.

"Oh, don't worry. Just a little minor repair is all it needs." Fugotid says, as he put his arm up to his shoulder.

"Here, let me help you." Sunset offered, as she held the arm for him.

"Oh, thank you kindly, Sunset Shimmer." Fugitoid said, as he made the repairs and his arm was back in place.

* * *

The group walked into another chamber and saw atop an altar was a single piece of the heart of darkness, "There it is." Fugitoid gasped.

"The first piece of the black hole generator." April gasped.

"Doesn't look so threatening without it's other pieces." Rainbow said skeptically.

"Maybe, but put that piece with the other two and we can kiss our planet goodbye." Applejack reminded her.

"Come on let's get it." Leo said, as he and Raph were about to grab it, only for Donnie and Princess Twilight to stop them.

"Hold up, guys." Donnie began, as Princess Twilight continued.

"What's it doing on an altar, anyway? Doesn't anyone find that a bit suspicious?"

"Who cares? We found it first." Raph reminded her of what was important.

"We rock!" Rainbow cheered, as some of the raced up the stairs to claim the piece only to hear someone's voice entering the room.

"By the luck of the great Zanmoran," entering were three Triceratons, with the center one having a steel prosthetic beak, "Not only does Mozar find the fugitive android, he collects the first fragment of his prize."

"Girls, it's him." Pinkie Pie gasped.

"The Triceraton who appeared on all the TVs." Rarity recalled.

"Mozar." Twilight gasped.

Mozar's two soldiers readied their blasters at the heroes, as Princess Twilight looked on at Mozar, 'This is the one who unleashed the black hole on earth?' she looked at the captain before announcing, "Mozar!"

Mozar and his two guards looked seeing Princess Twilight approach. The captain responded, "Who addresses me with such command in their voice?"

"I do. Princess Twilight Sparkle of Equestria." she introduced herself.

"A princess?" Mozar asked with a chuckle, "Well, if this isn't a treat? And what do you inquire of me, your majesty?" he did mock bow causing his cohorts to chuckle, while the Rainbooms frowned at their mockery.

"An answer." Princess Twilight answered.

"Twilight, now's not the time to..." Leo tried to stop her, only for Sunset to hold Leo back knowing her princess friend knew what she was doing.

"The Black Hole generator. What do you want with such a dangerous weapon?"

"Captain Mozar, sir. Let's just take them down now." one of the soldiers insisted, only for Mozar to raise a hand.

"No. If the princess wants to know. Then Mozar shall elucidate," Mozar began, "You see, Princess, many nextons ago the vile Kraang unleashed the Heart of Darkness upon our very home world. Myself and a single fleet survived, but we lost our home and everyone in it. We vowed to make the Kraang pay for what they did. When we heard the Utrom broke the generator into three pieces and scattered them across the universe we knew it was the perfect opportunity."

"Opportunity for what?" Princess Twilight inquired.

"We would gather the three pieces and reassemble them. Then we would find the cursed Kraang's hiding places and destroy them the same way they destroyed our world."

"So you're just going to stoop to their low?" the princess asked, "Look we're sorry you lost your entire planet. Really we are. But you think doing the same to others makes you different? You're no better than the Kraang."

Mozar frowned, "Do not lump us together with those vile slugs. We desire to spare all worlds the pain of having their planets terraformed by them."

"By destroying worlds at the cost of millions of innocent lives that really inhabit the planets you find them hiding on?" she argued.

"Sacrifices must be made for the greater good." the captain answered, much to Princess Twilight's shock.

"So you're willing to commit planetary genocide just to wipe out a few Kraang?!"

"If it must be done then it will be done." Mozar declared without hesitation.

Princess Twilight gripped her weapon tightly as anger dawned her face, "Sorry, Mozar. But I'm not going to let you do that."

"None of us are." Sunset took a stand next to her, followed by the rest of the Rainbooms.

Mozar seeing they weren't going to back down announced to his guards, "Obliterate them!" The turtles and Rainbooms went into battle against the three Triceratons, with Princess Twilight, Sunset Shimmer and Leo going after Mozar.

As the princess attacked Mozar while dodging his own attacks, the captain spoke, "Not bad for a puny princess."

"Don't sell me short, Mozar." Twilight struck back, but Mozar barely flinched.

As Rainbow and Applejack were fighting one of the guards, the rainbow haired girl spoke, "These guys are even tougher than they look."

"I know. And I thought fighting mutants was tough." Applejack agreed, as she dodged a blaster shot.

"Oh, my clod!" Fugitoid cried, as he ran from the second guard, and dodging his horn rams. When the guard was about to attack again, the Fugitoid unleashed his fusion core that created a nuclear blast.

The girls looked and saw the blast completely vaporized the Triceraton, "Whoa." Pinkie gasped.

"That was awesome." both Spike's gasped.

While the others were dealing with the remaining guard, Mozar made it up the stairs and grabbed the piece of the generator, "At last! The first piece of the fragment belongs to Mozar!" he blasted away the turtles and the Rainbooms, while he and his guard made it to the exit, "It has been set in stone." he set off an explosive which resulted in a cave in blocking the exit allowing the Triceratons to escape.

"No!" Raph called.

"They're getting away with the piece!" Casey cried.

"We gotta move this rubble." Applejack said, as they tried digging through the rubble, until Fugitoid used a gravity beam to levitate some of the bigger pieces away, until he stopped using it.

"Fugitoid, what's wrong?" Fluttershy asked.

"So sorry, I'm low on power. We must find another way out."

"There's got to be a back door or something." Leo said.

"If this is anything like Daring Do, there always is." Rainbow said, as they began searching the chamber.

Pinkie was inspecting a wall, "Trap door. Secret passage. Where are you?"

"They're getting away!" Donnie reminded them.

Spike saw April going up the stairs to the altar, and hurried up after her. When they reached the top, the dragon/dog spoke, "April, what're you doing?"

"Trying something." April focused her mind. She touched the altar and pressed into something. Suddenly the chamber started shaking.

The group saw the altar started shrinking down one part at a time, until it went into the ground, "April!" Donnie called.

"Spike!" Princess Twilight called.

"We're ok!" April called from below.

The others came down to help April up before spotting something in the altar wall. It looked like a cross with a ring around the centerpiece, "What is that?" Spike wondered.

Fugitoid answered in amaze, "It's the Soul Star. The symbol of the Aeons, containing the power of life itself."

"So it was hidden away and the planet turned evil." Twilight stated.

April gasped, "I get it now! When the Soul Star reaches the mountain's peak, the light of the Aeons shall illuminate all."

"So what does it mean?" Mikey asked.

"Yeah, April. Tell us." Pinkie pleaded.

April started tugging the Soul Star out, "It means we put it where it belongs," she pulled it out, and they saw that opened up a secret passage, "Back on top of the temple."

* * *

They followed the passage before finding themselves outside the temple on the middle part of it, "So is there a plan in this now?" Casey asked.

"If we can reach the top, I think it'll drive off the demons. At least, I hope." April replied.

"You hope?" Raph asked, before lashing out, "You could be totally wrong!"

"Give her a chance, Raph." Donnie calmed him.

"Yeah. She was right about this planet, after all." Dog Spike reminded him.

"Guys!" Pinkie cried, as she pointed out into the sky.

They saw the demon bats coming their way, "Oh, no." Donnie gasped.

"Here they come!" Fluttershy cried.

"Move!" Mikey ordered, as they ran up the temple to reach the top.

As Leo swatted one demon away, he looked down seeing the Triceratons leaving, "No! The Triceratons are getting away!"

"We have to do this, Leo," April said, "It's not just about saving Earth. It's about saving all worlds."

"She's right." Sunset agreed, as they hurried up top.

One of the bat demons landed before April blocking her path, "Toss me the crystal!" Raph called.

April tossed the crystal to Raph who hurried further up only to be knocked aside by one of the bat demons. Before it could grab the crystal, Leo caught it and soon it became a game of keep away between the heroes and the demons.

"Reminds me of the Fall Formal." Sunset remembered.

"No kidding." Rarity replied, as she was swatting away some of the bat demons.

"April, go!" Casey called, as he held a bat off for April to get up top with the crystal.

April got up top seeing another rock with a spot for the Soul Star to be put into. She ran for it despite the bat demons trying to stop her. She used her blaster on some of them but they kept coming. One ended up knocking her off her feet and she rolled right up to the rock. She got up and saw where she had to put it. When the demons gathered and flew down to attack her, she slammed the crystal into its place releasing a shining light.

"What's that light?" Leo asked, as they felt blinded.

"Pretty." Pinkie smiled.

"Look at the bats." Spike gasped.

"And the land." Dog Spike noted.

The right released from the Soul Star turned the planet into a beautiful paradise, "Now that's more like it." Rarity smiled at the beautiful landscape.

"It's working. Sure feels like a huge weight off my brain." Leo said in relief.

"Mine too." Applejack agreed.

"And mine." Rainbow nodded.

The group noticed the bats started transforming. They shed their forms and became glowing white winged aliens, "The Aeons." Fugitoid gasped.

"Wow." Pinkie gasped.

The lead Aeon spoke, "Thank you. You saved us from ourselves."

"Yourselves?" Twilight asked.

"The demons were you guys all this time?" Rainbow asked.

"How's that possible?" Applejack asked, as the Aeon explained.

"The Utrom gave us the fragment to protect, but its immense power entranced us. We Aeons had never allowed technology on our world before. We desired to know its secrets. We began to worship its technological power, and hid away our beloved Soul, thus, corrupting our world, and us with it. We became monstrous, horrible things."

"And when we hid away our Star, the evil was complete," A second Aeon spoke, "Thank you, friends. For saving our world."

Suddenly a piece of the crystal was broken off and levitated to April, "Take this gift. It is a tiny fragment of our Soul Star. It will bring you both luck and power."

April marveled at it, "It's beautiful. Thank you."

The Aeons flew off as Casey called out, "Good-bye, glowy dudes!"

"Come on, let's get back to the ship." Leo suggested, as they left.

* * *

After returning to the Ulixes, Leo ordered the Professor, "Floor it, Fugitoid! There's still time to catch up to the Triceratons." The Ulixes went into hyper drive and zipped out of sight.

"Dudes, this was some adventure." Mikey said, as he kicked back.

"The Utrom sure made a big mistake entrusting the fragment to those guys." Rainbow noted.

"Yeah, if ancient, cosmic beings can be transformed like that, I guess that goes to show anyone can be corrupted by power." Donnie stated.

"Yeah, take it from me and Twilight." Sunset said, as she and Twilight stood next to each other smiling like besties.

Casey spoke to Princess Twilight, "Twi, I have to say you rocked when you called Mozar out."

"That was cool, but it was also dangerous." Leo reminded her.

"I thought I could try and reason with Mozar," Princess Twilight began, "But I guess there's no changing his mind."

"Don't worry, when we get that piece back from him, I'll change his mind with my fists." Raph promised.

"Then let's hurry." Princess Twilight ordered.

 **(And there's the chapter. The heroes may have lost the first piece, but they saved an entire planet and it's inhabitants as well. See you all next time.)**


	6. Arena of Carnage

**(And here's my latest chapter you guys. Where the Turtles and Rainbooms gain an additional traveling companion.)**

At the fortune cookie factory in New York, Rainbow Dash and Applejack were sneaking inside ninja style, "Come on." Applejack whispered to Rainbow and they went full ninja mode by hiding in the shadows.

They peeked out from behind the tanuki statue in the center seeing the place was deserted, "Perimeter's quiet." Rainbow noted.

"Too, quiet." Applejack said with suspicion.

A.J was about to take another step only for Rainbow to pull her back, "Wait. Listen? You hear that?"

"Hear what?" A.J asked, until dropping down from above was who else but Fishface.

"Hear me, country chica." Fishface answered, as he armed himself with his sword.

"Fishface!" Rainbow gasped, as she and A.J started fighting the fish mutant, until hearing another voice from behind.

"And that's not all." Walking out from behind the tanuki statue was Fishface's human form Xever Montes readying his two butterfly knives.

"I'm guessin' this fella's actually Xever." A.J guessed, as both Xever and Fishface stood side by side.

"Wow. Both of them at the same time. So awesome!" Rainbow cheered, "So which one ya want, A.J?"

"Does it really matter?" A.J asked dryly.

Rainbow shrugged, as the two engaged their opponents. Rainbow was fighting Xever while avoiding both his knives and his round house kicks, "Man, this guys good both mutant and human."

"No kiddin'." Applejack replied, as while avoiding Fishface's sword and metal legs.

The girls used all the ninja training they received through Splinter to fight the two. But their enemies started fighting back putting the girls back to back.

"Cornered now." Fishface mocked.

"Let's finish this." Xever said, as both of them charged at the two.

"Rainbow, duck!" A.J ordered.

"What?"

"Duck I say!"

Rainbow caught on, and the girls ducked causing both enemies to bash their heads into each others. They wobbled a bit before collapsing. Rainbow and A.J saw their opponents were defeated and smiled, "Yeah/Yahoo!" the two high fived.

Suddenly Xever and Fishface vanished as if they were holograms, and the factory vanished with the girls finding themselves in a big white room on board the ship, "Holo-simulation training is hardcore!" Rainbow cheered.

"May not have been the real thing, but it sure felt like it." Applejack admitted.

Suddenly the door to the room opened and Princess Twilight peaked in, "Girls, to the bridge. Fugitoid needs us." Applejack and Rainbow nodded as their followed their Princess friend to the bridge.

* * *

Once they arrived, they saw everyone gathered around the Fugitoid, "What's going on, Professor?" A.J asked the Fugitoid.

"We're closing in on the Triceraton mothership." he answered, as they saw out the window was indeed the Triceraton's mothership in the distance.

"Let's hope this plan to retrieve the black hole generator fragment works." Sunset hoped.

"Yeah. We don't wanna have to deal with more surprises like the neutrino's that invaded Mikey's head." Twilight noted of a more recent incident.

"Don't remind me." Mikey shivered.

Fugitoid pulled up a virtual layout of the mothership, as Leo began explaining, "Our best entry point is the auxiliary air lock. We'll take the stealthship to sneak aboard."

Fugitoid explained, "I am certain with 99.98% certainty that the first piece of the black hole generator is being stored in their main armory. April, Casey, and the girls will remain on the ship with me and monitor your progress."

"What?!" Pinkie cried.

"That's not fair!" Rainbow protested.

"I'm not getting left behind like a chump." Casey argued.

"He has a point, guys," April calmed them, " We're just not as stealthy as the Turtles. But I'm getting close." she said smugly.

"All right, guys, Operation Infiltrate Mothership is a go." Leo told his bros as they put their hands in and broke.

The group watched the turtles take the stealthship that was cloaked in an invisibility field to avoid detection. Rainbow watched feeling dismal, "This is bogus! Why can't we join them? I mean aren't there safety in numbers or something?"

"This is an infiltration mission, Rainbow. We want to avoid fighting them for now." Princess Twilight reminded her.

"Still, I hate being benched like this!"

"I actually don't mind sitting this one out." Fluttershy said in relief.

"Quite so. Besides I'm sure the turtles can handle this without us." Rarity added.

"Whatevs, I'm getting a drink." Rainbow left the bridge, while Fugitoid guided the turtles who had successfully infiltrated the mothership.

Suddenly something came up on the monitor, "Professor, what's going on?" Sunset asked.

"Someone's activated the second stealthship." Fugitoid gasped.

"But who could've..." Applejack began, until the girls announced, "Rainbow!"

Rainbow meanwhile was suiting up and boarding the second stealthship, "Bench me? Hah! Rainbow Dash can't be benched."

"Rainbow Dash!" Rainbow looked and saw the rest of the Rainbooms enter the ship.

"Hey, girls. What's up?"

"Don't 'what's up' us." Applejack replied in disappointment.

"What're you doing in here?" Twilight demanded.

"I'm gonna help the turtles no matter what anyone says." Rainbow explained.

"But Fugitoid ordered us to remain here." Fluttershy reminded her.

"Nothing against the professor, but this is what we've been trained to do. Stop the Triceratons from destroying earth. And you're all helping me." Rainbow pressed a button closing the air lock.

"Rainbow, don't do anything stupid." Rarity warned her.

"Too late." she grinned before activating the second stealthship.

The ship took off, as Fugitoid's voice came onto the comlink, "Rainbow Dash..."

"Fuge, I know this is going against your orders, but I won't let that come between me and helping my friends!" Rainbow argued.

"Actually, I was going to say it's a good thing you carried out your careless act."

"Huh?" Rainbow asked.

"What do you mean, Fugitoid?" Pinkie asked.

"It pains me to say it, but the turtles have been captured."

"What?!" the girls cried.

"So much for the sneak aboard." Applejack sighed.

"I can't find them directly, but I'm still trying. In the meantime, when you get on board stay alert and be ready."

"You can count on us, Professor." Princess Twilight promised. The girls activated the cloaking device as it came up to the nearest airlock.

* * *

They dawned their helmets and entered the mothership, "Ok, we're in, but how're we going to find the turtles here?" Sunset asked.

"Sunset's right. This place is huge." Rarity noted.

"I got it covered," Twilight pulled up specifications of the ship from a tablet, "If the Triceratons have captured the turtles, they'd be putting them in a holding cell. It'd be located around here." she pointed to a spot on the mothership layout.

"Then let's get going," Princess Twilight said, "Once we find the turtles we get the black hole fragment." The girls nodded, and hurried.

As Twilight navigated them through the ship, they made sure to keep themselves from being seen by any Triceraton guards. After dodging three guards, Pinkie spoke, "Boy! That was close huh?" Pinkie asked a little loudly.

Suddenly the guards they were avoiding noticed them, and aimed their blasters at them, "Halt!"

"Take them down!" Rainbow called, as the Rainbooms engaged the guards.

Much like before their fight in the Aeon Temple, fighting the dinosaur aliens wasn't an easy feat. Things got worse for the girls, as more guards showed up and restrained them, "Unhand us you brutes!" Rarity demanded.

"What's this?" came a voice, as Mozar approached, "You girls too?"

"Where are our friends the turtles?" Applejack demanded.

"Don't worry, soon you'll be in the same place as them," Mozar turned to one guard, "Throw them in the brig."

"Yes, Admiral Mozar." the guard answered.

Mozar grabbed Princess Twilight by the arm, "Except this one. She is coming with me."

"Let me go!" Princess Twilight struggled.

"Twilight!" the girls cried, as they were escorted off by the guards.

Mozar dragged Twilight who tried to break free but to no avail, "Let me go, Mozar! Where are you taking me?"

"To our emperor." Mozar answered, as they pressed on.

* * *

They entered a chamber inside the ship where Princess Twilight saw a Triceraton sitting on a throne. He was wearing armor, and wore a red cape, red crown, and red mouthpiece, "Emperor Zanmoran, sir."

"What is it, Mozar?" the emperor asked, "I was just about to head to the arena to watch our prisoners fight."

"Emperor Zanmoran, I present to you Princess Twilight Sparkle of Equestria." Mozar began.

"Oh, yes. The girl you mentioned from Xaava-Dal," The emperor said, as he got up and approached them, "Welcome, Princess. I am Emperor Zanmoran of the Triceraton Empire."

"Wish I could say it's an honor, but it's not." Princess Twilight frowned.

"My admiral told me of how you tried to take the fragment of the heart of darkness but failed to do so."

"You and your kind are making a big mistake!"

"Do not raise your voice to our emperor!" Mozar scolded her.

Zanmoran held an arm out, "It's all right, Mozar. The girl should speak her mind. Why do you think we are making a mistake?"

"That thing can destroy entire planets, along with every innocent life that lives on it. And you don't care how many you sacrifice just to find the Kraang?"

"Do not hold us accounted for that the Kraang move in on planets with so much population." Zanmoran answered.

Princess Twi looked in disbelief, "How can you Triceratons be so cold hearted?"

"You can thank the Kraang for what they did to our home planet."

"Emperor, what shall we do with her?" Mozar inquired.

"Let's let her watch her turtle friends compete in the Arena of Carnage."

"Arena of Carnage?" she asked with worry.

"Yes. A chance to see your friends for one last time." Zanmoran and Mozar laugh.

* * *

Meanwhile the Rainbooms after being stripped of their weapons were tossed into a holding cell. Pinkie banged on the doors, "What about my Miranda rights? You're supposed to say, "You have the right to remain silent!" Nobody said I have the right to remain silent!"

Rainbow groaned, "Pinkie, you have the right to remain silent! What you lack is the capacity."

"Oh, I can't be in lock up. What if they make us wear jailer garb?" Rarity asked and cried, "I can't do it!"

"Get a hold of yourself, Rarity!" Applejack shook her by the arms.

"Yeah. We just have to wait and hope Fugitoid, April, and Casey can find a way out for us." Sunset added.

"I wouldn't be so sure. No one escapes the Triceraton Empire." came a voice from the cell.

The girls jumped, as Fluttershy whispered, "Someone is in here with us."

They saw in the shadow of the room was a big figure sitting on the floor, "Who're you?" Twilight asked.

"Like yourselves, I am also a prisoner of the Triceraton Empire."

"Oh, how horrible for you." Rarity said in sympathy.

"It was my fault for challenging Zanmoran's authority."

"What's your name?" Twilight inquired.

"Traximus."

"Well, Traximus. My name's Twilight. And these are my friends, Pinkie Pie, Fluttershy, Rainbow Dash, Rarity, Applejack, and Sunset Shimmer."

The figure got up and came out of the shadows revealing to have been a Triceraton dressed like a gladiator, "I am honored to meet you."

"You're a Triceraton?" Fluttershy gasped.

"Unfortunately." he sighed.

"Why would the Triceratons lock up one of their own?" Sunset asked.

"Because I am a traitor to my kind."

"How did you betray them, if you don't mind me asking." Rarity inquired.

"Many years ago I was once an honorable warrior of the Republic. But then the Kraang took our home world using the Heart of Darkness. I was one of the lucky ones to have escaped with the others here. In our pursuit of the Kraang and search for the Heart of Darkness fragments I challenged Zanmoran's belief of using it even on the Kraang. What honor is there in using a weapon on a planet that may or may not be a hiding place for the Kraang, at the expense of millions of innocent lives?"

"There sure ain't no honor in that." Applejack agreed.

"Finally someone who sees the problem in using that Black Hole generator." Rainbow added.

"For voicing such defiling words I was convicted of high treason and locked up here. I'm only released when they want me to battle others Zanmoran has captured in the Arena of Carnage."

"That doesn't sound like a pleasant place." Rarity feared.

"It is not for those who're forced to fight in it," Traximus replied, "But why have you been captured?"

"We snuck on board in hopes of reclaiming the first piece of the black hole generator." Twilight explained.

Traximus was surprised by this, "You all must be very brave or very foolish to try and carry out such a risky move."

"We had too," Applejack answered, "The Triceratons have our friends captured here and we have to rescue them."

"As I stated before, escape is not possible."

"You know for a Triceraton warrior all about honor. You really don't sound like some honor bound white knight." Rainbow noted.

"Through all the times I've been forced to fight so many innocent lives in the arena, my honor went with them."

Rainbow frowned and stormed up to him, "So you just gave up?"

"Rainbow." Twilight tried to stop her, but Sunset held her back.

"You think talking back against your emperor for wanting to sacrifice entire planets was a mistake? Dude, you had balls to say that to him! We all agree here it's insane. But we're not giving up. We're gonna see it through till the very end. We're going to escape, then we're gonna find the black hole fragment and the others, and destroy them! And no Triceraton is going to stop us!"

Traximus looked at Rainbow with wonder, as he flashed back to when he himself stood up to Emperor Zanmoran no matter what the consequences would be. Finally he smiled and let out a chuckle, "You're full of such loyalty and honor, Rainbow Dash. You remind me a lot of myself in my old days."

Everyone was glad to see Rainbow got through to Traximus, as the girl extended her hand to him, "No problem. So friends?"

Traximus smiled and shook her hand, "Friends," Suddenly Rainbow glowed and ponied up taking Traximus by surprise, "What is this?"

"This is what I call busting us out!" Rainbow said, as the rest of the girls minus Twilight ponied up as well, and they released a blast of magic which burst the door down.

"All right, you did it!" Twilight cheered, as the girls powered down.

The girls stepped out of the cell followed by Traximus who looked around, "We better hurry and find your friends. I fear they are in a huge amount of danger. Especially if they're forced to face Zeno."

"Who's Zeno?" Fluttershy asked.

"A Triceraton warrior like myself. He and I were both imprisoned for questioning Zanmoran and his plans for the Heart of Darkness."

"Is he as honorable as you?" Sunset asked hopefully.

"All that and more."

"Then we're gonna spring him from here too." Sunset said.

"You mean it?" Traximus asked in disbelief.

"Yes. Both of you can help us in stopping the Triceratons." Sunset smiled, as the rest of the girls agreed.

"Thank you, all. Now come. We must hurry." Traximus ordered, as he and the girls grabbed their weapons and hurried to rescue their friends.

* * *

In the Arena of Carnage, Zanmoran sat on his throne with Princess Twilight sitting next to him on a smaller throne. As the Triceraton Emperor was enjoying himself, Princess Twi was not having fun. She had just watched her friends the turtles survive a battle with a horrifying monster at the skin of their shells.

As Zanmoran took a sip of his drink, he turned to his guest, "You should take pride in this, Princess. Not anyone can sit next to the Emperor of the Triceraton Empire."

"I won't be sitting here forever. My friends the Turtles can handle anything as you've just witnessed. They'll find a way out and so will I."

"I will admit the turtles are formidable opponents. But their next opponent will not be so easy."

"Emperor Zanmoran!" Mozar called, as he approached, "I bring forth the Fugitoid! On your knees!" he dropped Professor Honeycutt in front of Zanmoran. The professor looked up at the Emperor grumbling.

"Professor!" Princess Twi gasped.

Zanmoran chuckled, "Professor Honeycutt, welcome. Witness the destruction of your turtle friends."

Princess Twilight looked down and saw the turtles enter the arena again, and became worried. Suddenly an announcer spoke up, "And now, the vile mutant terrapins face your Triceraton champion. The great The merciless, Zeno the Undefeatable!"

Princess Twi watched as emerging from the other side of the arena was a hulking Triceraton bigger than all others wearing gladiator armor and carried a giant hammer, "Whoa." she gasped. She watched helplessly as the turtles were dodging Zeno's hammer swings for their lives.

Zanmoran spoke up to Fugitoid, "Why let your friends suffer? I might consider sparing them if you complete the Heart of Darkness."

Fugitoid's eyes changed to a look of anger and answered, "I will never build such a weapon for you, Zanmoran."

As the turtles continued to get their shells handed to them, Zeno had Leo pinned to the ground with his hand alone. Princess Twilight got up knowing it was going to end badly, "NO! Leave him alone!"

"Silence!" Mozar ordered forcing her back into her seat.

* * *

Meanwhile the Rainbooms and Traximus had reached the tunnel leading to the arena, before they stopped and saw Zeno looked ready to finish Leo, "Leo!" The girls gasped.

"That is one big Triceraton." Twilight shook at the sight of Zeno.

"Zeno," Traximus gasped, as he ran onto the field, "Zeno!" all eyes fell upon Traximus, including the turtles and Zeno himself.

"Traximus?" Zeno asked.

"Zeno, this must stop now!" Traximus ordered, "We don't have to fight anymore."

"Listen to your buddy, Zeno." Mikey pleaded.

"We were honorable soldiers, but we lost our way when Zanmoran made us think we were fools for opposing him. But the only fool is him as it's always been. These girls have shown me kindness and heart. And most importantly honorable loyalty to those they care about. And I see it in your eyes. These turtles are just the same and you know it."

Zanmoran not wanting Zeno to be tempted announced, "Do it, Zeno; finish the aliens and traitor and you will have earned your freedom," As the Triceratons cheered for Zeno, the gladiator Triceraton looked at the turtles before spinning around and throwing his hammer right for the emperor. Zanmoran quickly ducked avoiding the hit, "You dare!"

Zeno spoke out, "These are honorable beings. We are here because we wish the Heart of Darkness destroyed. But you would use it like some cowardly Kraang!"

"Ooh, you just got pwned!" Pinkie called to Zanmoran.

Zanmoran growled at Zeno's defiance and announced, "Destroy him!" Many Triceraton guards armed with blasters entered the arena. Zeno and Traximus started fighting them along side the Turtles and Rainbooms.

Zeno turned to his friends, "Go! Find the black hole generator. Destroy it! Traximus, you go and help them."

"No. I won't leave you!" Traximus answered.

"Don't worry about me, Traximus. I will be ok." Zeno promised.

Traximus smiled, "Good luck my friend." Traximus fought his way through the Triceratons to help the group.

When a hover speaker crashed onto the ground, Leo called to Donnie, "Donnie, can you hot-wire that thing?"

Donnie quickly got to work and was successful, "Like a turtle do!" he was almost attacked from behind until Traximus stopped him.

"Word to the wise, watch your back." Traximus told Donnie who chuckled sheepishly.

Mozar continued to keep an eye on the arena until the hover speaker flew up with the turtles on top and Traximus climbing up stand with the girls hanging onto him.

"Surprise!" Leo called, as the turtles tackled Mozar to the ground.

The Admiral got up and saw the turtles, Rainbooms, and Traximus holding Zanmoran at weapon point with Traximus holding a giant axe to the emperor's neck.

"One step and your emperor's history!" Rainbow warned Mozar.

"Let the Fugitoid and Princess Twilight go, and we walk out of here." Leo ordered.

"Make your move, Reindeer Games." Pinkie smirked.

Mozar not wanting harm to come to his emperor lowered his blaster down allowing Princess Twilight and Fugitoid to go over to their friends.

"Are you ok?" Sunset asked the Princess.

"I am now. Thanks."

Fugitoid spoke up, "My friends! I was just formulating a most excellent rescue plan."

"What about Zeno?" Fluttershy asked, watching the warrior fight for his life in the arena.

"Zeno can handle himself." Traximus promised.

"Come on, let's go!" Leo ordered, as they ran for it with Zanmoran still at blaster point was forced to follow them.

* * *

As they ran through the ship, the emperor still had stuff to say, "Fools! You have made a grave enemy of the Triceraton Empire."

"We make enemies just about every day," Pinkie replied, "It's actually become normal for us."

"I certainly wish it wasn't." Rarity said.

Following behind was Mozar and more soldiers. The Admiral called out to them in their pursuit, "Even if you get off this ship, there is nowhere in the ten dimensions we will not find you."

The group heard screams up ahead, and saw April and Casey carrying the fragment of the Black Hole generator contained in one of the Triceraton prison bubbles, with Triceraton guards blasting them, "Watch out, Triceratons behind us!"

"Triceratons behind us!" Raph replied. The two sides screamed and collided with each other.

The guards in pursuit of the turtles and Rainbooms stopped, as a guard spoke, "Emperor Zanramon. Hold your fire!"

Zanmoran spoke up, "No! They have the Heart of Darkness."

"Wipe them out!" Mozar ordered.

Fugitoid called, "This way, my friends! Beep!" They ran for it as the Triceratons continued to pursue them.

"I hope you parked close!" Leo told the Fugitoid.

"Hold your breath, everyone!" April called, as she opened an airlock.

"Oh, dear." Fluttershy gasped.

"You gotta be kidding!" Raph cried.

The airlock opened, and they held their breaths before flying out through it. April using her psychic powers in conjunction with the aeon crystal was able to safely levitate them to the stealthship that lowered it's cloak.

Inside the ship, Mozar held onto the wall so not to get sucked out and shouted, "Don't let them escape! Launch raptors."

The Stealthship flew back to the Ulixes, as the Raptors were deployed, "Punch it, Fugitoid!" A.J and Sunset ordered, as the Ulixes went into hyper drive while going into invisibility mode.

* * *

When they got far from the mothership everyone was at ease, "That was a close one." Donnie said feeling tired.

"Too close." Rarity noted.

"I can't believe we fought our way through the Triceraton mothership and back out again!" Raph said in disbelief.

"Neither can we." Applejack replied, as Casey spoke.

"I can't believe I missed your awesome gladiator battles!"

Both Spike's were also disappointed, "Yeah. It probably would've been better than a live version of Ogres & Oubliettes." Spike added.

"We wouldn't have made it without Zeno." Mikey said, as he was eating some space bugs.

"Yes. Zeno will always be an honorable and noble warrior." Traximus saluted.

Sunset approached Traximus looking guilty, "Traximus, I'm so sorry. We couldn't help Zeno like I promised we would."

Traximus laid a hand on Sunset shoulder, "You have nothing to be ashamed of, Sunset Shimmer. Zeno wanted it this way. And I am confident we will see him again."

"I do too. Until then let's remember him as a true friend." Pinkie added.

"Well said." Princess Twilight smiled.

"Well, we made it out with the black hole piece," April noted, "One piece down, two more to go."

"Will you help us in finding the remaining pieces, Traximus?" Leo asked the rebel.

"Zeno would have it no other way. Yes. I will help you." Traximus pledged his loyalty to them.

"Where do you think we'll find the next one, Professor?" Twilight asked Fugitoid.

"I have an idea where to start."

Mikey jumped up and spoke with his mouth full, "That calls for, booya mmm booya..."

Rarity sighed, "Can somebody finish for him so he can stop talking with his mouth full?"

Fugitoid jumped up and announced, "Booyakasha!"

"Thank you." Rarity replied.

Traximus looked amused, as Applejack nudged him, "I know it'll take some getting used to things around here."

"Don't worry, Applejack. I think I will enjoy it here." Traximus smiled feeling like he was truly liberated from the Triceraton Empire.

 **(And there you go. I couldn't just use Zeno as the only rebel so I made Traximus from the 2003 series into a character here as well. See you next time.)**


	7. Welcome Traximus

**(Welcome to the next chapter, where Traximus learns to settle in amongst his new comrades.)**

Out in space, the Ulixes was flying through the vast endless sea of stars. Inside the ship, Traximus was looking out the window and watching all the stars. He was so caught up in thought, he didn't realize Fugitoid approach him, "Pardon me, Traximus."

Traximus snapped out of his daydream and turned to the robot, "Oh, Professor Honeycutt. I didn't know you were there."

"I'm sorry if I interrupted something. You looked as if you were in a bit of thought."

"I was just contemplating on all that has transpired recently," Traximus began, "I mean not too long ago I was rotting in a Triceraton prison cell forced to fight challengers against my will. And now here I am on board the ship of one of my people's enemies looking for the fragments of the heart of darkness."

"The universe works in mysterious ways my tri-horned friend." Fugitoid said, as he stood by the Triceraton's side looking out the ship window together.

"Friend. You and everyone call me that, but the truth is I don't really know what being a friend really is. Even when Zeno and I shared similar beliefs." Traximus sighed.

Fugitoid looked up at him with concern, "Well, coming from a line of soldiers friendship isn't something you're knowledgeable of."

"I just want to understand more of what it truly means to be a friend. Otherwise I feel as if I will only be in the way of everyone on board."

"The best thing to do is for you to try and get to know them better as themselves and not just as fellow fighters." Fugitoid suggested.

"But how?"

"Well the turtles and Casey were on they way to the simulator room for some training. If you wanted you could join them." Fugitoid offered.

Traximus thought about it, and nodded, "You know. I will. Thank you, Professor."

"Anytime my friend." Fugitoid said, as Traximus left the area.

* * *

He walked through the hall before spotting the turtles and Casey about to enter the holo room. Before they went inside he spoke up, "Excuse me, comrades."

The five turned to their dinosaur comrade, "Oh, hey, Traximus. Did you need anything?" Leo asked.

"I was wondering if I could join you all in training?" he asked nervously.

Mikey spoke up, "Sure thing, Traxey. More the merrier I say."

"It would be good to see how we fight together for upcoming battles." Donnie said.

"I'm down with that." Casey agreed.

"Might as well." Raph said.

"All right then, let's do this." Leo said, as the group entered the simulator room.

As they took positions, they suddenly found themselves in the old dojo of Chris Bradford. The group armed themselves, as Traximus looked around, "The place is vacant."

"We're not alone here. I can feel it." Leo warned him. Suddenly Raph was tackled into a wall by their wolf enemy Rahzar, "Rahzar?!" Leo gasped.

Rahzar laughed as he threw Raph aside only to land on his feet. He was about to attack until he heard another voice, "That makes two of us!" slamming down by Raph was Rahzar's former mutant form Dogpound.

"Dogpound!" Donnie gasped.

The group stood together as a third voice spoke, "Chris Bradford lesson number Forty Eight. Chris Bradford always carries around four weapons of mass destruction," Raph suddenly found his shoulders either punched or karate chopped by Bradford himself, "His Arms! And his Legs!" he used his legs to trip and kick Raph.

The group saw the three forms of Bradford stand together. Traximus eyed the three, "Who are these fighters?"

"A-class jerks." Mikey answered while frowning at the three.

"Take em!" Leo ordered, as the went into battle with Leo, and Donnie taking on Rahzar, Raph going after Dogpound, and Mikey and Casey fought Bradford.

Traximus watched seeing how well trained they were together, and wondered how he could help. He looked and saw Donnie grabbed by Dogpound and was being slammed into the floor. The Triceraton going on instincts charged and rammed Dogpound into the wall squashing him.

"Good one, Traximus!" Raph gave a thumb's up.

Traximus looked over and felt happy to have heard such words of appreciation, until Leo called, "Traximus, heads up!"

Traximus looked and saw Rahzar jump and latch himself onto his hide. The Tirceraton tried to throw Rahzar off, but the mutant was clinging tight. Casey readied some explosive pucks, "Eat this, Rahzar!" he knocked the pucks at Rahzar that exploded upon contact. With Rahzar weakened, Traximus grabbed him and threw him to the ground.

"A formidable foe, even for a hologram." Traximus admitted.

Mikey finished off Bradford by knocking him to the ground with his head banging against a desk, "All right, Bradford's down for the count!" The holograms of the three vanished and the room turned back to normal.

"Not a bad work out team." Leo admitted.

Donnie turned to Traximus, "Thanks for the save there, Traximus."

"My pleasure, Donatello," he answered before turning to Casey, "And thank you, Casey Jones, for coming to my aid."

"No prob, Traxi-Dude. You can always count on Casey Jones."

"I just hope I won't be a burden to you in the future." Traximus sighed.

"A burden?" Mikey asked in disbelief, "No way, bro! You're one of us now!"

"Am I really?"

"Of course. You helped us escape the Triceraton mother ship." Donnie reminded him.

"You understand honor and bravery by not wanting your people to use the black hole generator." Leo added.

"You rock, bro." Casey finished. Traximus looked at them feeling happy they've accepted him.

After leaving the holo room, Mikey brought Traximus over to the think-a-food machine to create plenty of pizzas. Mikey turned to Traximus and spoke, "Traximus, bro. You have not lived until you tried the greatest food on earth, Pizza!"

Traximus looked at the delicacy before picking it up with his hands and took a bite out of it. The turtles and Casey were curious about what his reaction would be until he spoke, "This is... The best thing I have ever tasted! It's even better than Berusian Tree Slugs!"

"Told ya so." Mikey replied.

"You have such a delectable sustenance on your home planet?" Traximus asked.

"Only place to find it." Casey answered.

"You are so lucky," Traximus said, as he continued to eat the pizza before finishing it. To reflect his enjoyment he let out a belch before putting a hand to his mouth, "Excuse me."

"No prob, bro. Just shows you like it." Mikey replied, and they laughed.

* * *

Later on, the turtles and Casey were leading Traximus through the ship, "Where are we going now?" he inquired.

"You'll see." Leo answered.

"I am curious about there whereabouts of the girls. I haven't seen them in hours."

"Like he said, you'll see." Raph replied.

Traximus was curious, until they walked up to the entrance to another room on the ship. When the doors opened they were greeted by the sound of party poppers with confetti blasted into the air.

"Welcome to the team, Traximus!" cheered everyone.

Traximus looked around the room seeing it was decorated for a celebration with tables of party treats set up, a sign reading 'Welcome Traximus' hanging above them, and balloons and streamers all over the place. Inside the room were the Rainbooms, April, Fugitoid, and the two Spike's, "What's all this?" Traximus looked around.

"A welcome party, silly." Pinkie answered with a smile.

"And you're the guest of honor." Sunset added.

"Me, the guest of honor?"

"Yeah, come on." Mikey said, as the turtles led him into the room.

"I don't understand this." Traximus said in confusion.

Fluttershy began, "Well, Traximus, we noticed how lonely you looked here ever since we escaped the Triceratons."

"Yeah. Ya looked like ya felt like ya didn't belong here." Applejack put in.

"So we started talking and Pinkie Pie got the idea to throw you this awesome welcome party." Rainbow said.

"You all did this for me?" Traximus asked in disbelief.

"Of course, Traximus. We'd do anything to make our friends feel welcomed." Rarity explained.

"It's true. They did the same for me and Sunset Shimmer." Twilight spoke on behalf of the two girls.

"And as Princess of Friendship, I feel obligated to also extend a warm welcome to all who wish to be part of the friendship we all share. Even to a Triceraton." Princess Twilight smiled.

"So what do you think, Traximus?" April asked.

Traximus looked around seeing everything and spoke, "I've never really given a party or anything."

"No parties?!" Pinkie gasped.

"Don't you Triceratons celebrate victories or something?" Spike asked.

"Yes, but we never have festivities for anything like friendship."

"Well, it's never too late to have one like this." Sunset Shimmer said.

"Quite so." Fugitoid agreed.

Traximus pondered on it and spoke, "Well, then I suppose as you say 'Let's get this party started'?"

Mikey smiled, "Now you're catching on, boy!" And with that the party officially began.

Traximus was taking this time to get to know the girls, while enjoying a bottle of fizzy apple cider courtesy of Applejack using the think-a-food machine. Both Twilight's used it as a chance to get to know more about Triceraton physiology, until Pinkie pulled him aside to try a cupcake.

Traximus picked up up and studied it before tossing it into his mouth and ate it, "Well, what do you think?" Pinkie asked.

"Tasty and sweet."

"I knew you'd like it." she grinned.

"Traximus," Rarity began, as the Triceraton turned to her, "I made something for you as a token of our newly formed friendship." she presented him with a bracelet decorated in gem stones.

After placing it around Traximus' wrist, the Triceraton looked at it and spoke, "Thank you, Rarity."

"You're very welcome." Rarity smiled, as she went to join the others.

Traximus smiled seeing how much welcomed he felt from his new friends, as he saw Fugitoid approach, "You know you were right, Professor. Getting to know them as themselves instead of just fighters was a good thing for me to do."

"Of course it was. And now that they've truly welcomed you into our ranks, you are most certainly one of our friends now." Fugitoid beeped.

Traximus looked at his new friends feeling happier than he's ever been, "Yes. These are certain to be promising times." he and Fugitoid went to join their friends.

 **(Traximus has found his place in the ranks of his new friends, and now they're closer than before. Don't miss next time where it's off to Dimension X.)**


	8. The War For Dimension X

**(Welcome to the next chapter, where the Rainbooms and the Turtles meet the Utrom Race and a certain flame of Raph's.)**

As the Ulixes was parking and set up with his cloaking field, Fugitoid, the Turtles, the Rainbooms, Casey, April, and Traximus boarded the two stealthships and were flying off.

"All right teams, we need to find the last two pieces of the black hole device before the Triceratons do." Leo began.

Rainbow spoke to Fugitoid from an intercom on the second ship, "Are you sure these Utroms will help us, Fuge?"

"Of course. The Utroms separated the black hole generator into the three pieces and scattered them across the universe to keep them safe." the android explained.

"Plus, visiting the Utrom means getting to go back to Dimension X! Whoo-hoo!" Mikey cheered.

"Why's Mikey so excited about the dimension where the Kraang live?" Rarity inquired.

Donnie sighed, "Because he knows the laws and physics of their world better than the rest of us."

"Seriously?" Applejack asked in disbelief.

"Seriously."

"Though you think it's wise bringing Traximus with us?" Raph asked.

"Raph, don't be rude." Sunset Shimmer replied.

"It's ok, Sunset," Traximus spoke, "I assure you, Raphael. I am an old ally of the Utroms. I just hope they remember me."

"You'll find out soon enough. Projecting portal now." Fugitoid said, as the one stealthship projected a portal, and the two ships zipped off into it.

* * *

The two ships suddenly reappeared in Dimension X. They parked their ships on one of the moons with crystal trees. They exited their ships with their helmets on, with Mikey looking more excited than usual, "Yes! Back in Dimension X!"

Spike looked around before looking up and his eyes widened, "Guys, we got an incoming bogey!"

They looked up seeing a Kraathatrogon worm coming right for them roaring, "What is that thing?!" Twilight gasped, as she held onto her Equestrian Counterpart.

"A Kraang worm!" Donnie gasped.

Before the worm could attack it was snatched up by an even bigger creature. Mikey smiled, "Ah, yes. The circle of life."

Raph growled, "I hate Dimension X more than I hate Space!"

"Is there anything you don't hate?" Rarity asked him in annoyance.

Raph growled at her, only for April to come between them, "All right knock it off, you two."

Donnie spoke, "The sooner we find the Utrom, the sooner we leave. Professor?"

Fugitoid looked confused, "What? Oh, me. Um, according to my scanner, the Utrom are uh this way, " he started walking only to walk right into a crystal tree "Uhh! Dimension X is muh-messing with my scaaan sc-scanners."

"Great." Leo sighed.

"What do we do now?" Fluttershy asked in concern.

"I got the answer right here, sis!" Mikey threw down a make shift smoke bomb, much to everyone's irritation. When the smoke cleared they saw Mikey standing before them with Kraang tentacles tied around his shoulder, crystals on his belt, a Kraang skull on his head like a helmet, and was also wearing a makeshift oxygen converter.

"What am I looking at here?" Traximus asked.

"Savage Mikey is in the house!" Mikey cheered.

"Are you wearing a Kraang skull?" Casey asked.

"Why yes I am," Mikey turned to Rarity, "Hey, Rares. You're the fashion expert. Whatcha think of this look? Does it have your approval?"

Rarity answered with repulse, "Approval denied!"

Mikey rolled his eyes, "Oh, well. I can find the Utroms. Follow me." he used one of the little slug creatures like a web slinger.

"We better go." Princess Twilight said, as the group went after Mikey while unaware of a metal sphere tracking their movements.

Thanks to the different laws of physics of Dimension X, the group was jumping far lengths to reach the next Dimension X asteroid, "Oh, yeah!" Rainbow cheered, as she floated.

"This is so metal!" Casey cheered, as he made a far jump.

"The physics of this dimension is mind boggling." Twilight said, while jumping.

"I don't know. I kinda like it." Spike replied.

"Me too." Dog Spike agreed.

"Dimension X tip number 23 never put a mushropod between your toes. It could try to eat 'em. Learned that one the hard way." Mikey explained.

"Gross!" Rarity gagged.

"Why would we ever stick anything in Dimension X between our toes?" Donnie asked, until they all came to a halt because of Mikey.

"Why're you stopping, Mikey?" April inquired.

"Because we're here."

They looked out seeing nothing but empty space, "I don't see anything." Applejack looked around.

"Duh, A.J. That's the point." Mikey picked up a rock and threw it forward causing a invisibility field to ripple.

"A cloaking dome. Brilliant." Fugitoid said.

"And clever." Traximus added.

So they jumped through and appeared outside a base, "Whoa. Now that's a headquarters." Donnie gasped.

April concentrated and spoke, "Guys, we're not alone here."

Suddenly appearing before them were Kraang droids wearing a layer of skin over their robot bodies. However the layer of skin on these androids were a whitish silver color compared to the dark blue color layer of the Kraang droids.

"We come in peace." Fluttershy winced.

Suddenly appearing before them was what appeared to be a Kraang's human android better known as Norman, and was wearing sunglasses, "Who are you? How did you find our secret base? And why did you throw a rock at my head?"

As the good guys were armed and ready to fight, Fugitoid approached, "Bishop! Good to see you old friend." he held his hand out expecting something.

Bishop taking a chance shook the Professor's hand in a special fashion, and he realized who he was, "Professor Honeycutt! Good to see you. Despite your strange, robotic body and your very large head."

"Thank you. I think." Fugitoid answered, while feeling insulted.

Traximus approached, "Bishop, do you remember me?"

The Utrom Droids aimed their blasters at Traximus, until Bishop got a good look at him and gasped, "By the ten dimensions. Traximus!" he went over and shook the Triceraton's hand, "It's so good to see you, old comrade."

"Same to you."

Fugitoid spoke up, "Bishop, I need the attention of the full Utrom council. Please."

"Anything for you, Zayton. This way, everyone." Bishop showed them along.

* * *

Later on inside the Utrom base, everyone was out of their space suits and were wearing metal collars around their necks, while Mikey remained in his savage attire, "Dude, those neck breathing thingies you guys got are cool!"

Donnie shushed him, "Mikey."

"I admit it's not my choice in neckwear, but at least we won't have to wear our helmets now." Rarity noted, as she fixed her hair.

"I don't understand why you'd prefer that makeshift oxygen converter over one of these, Mikey." Sunset noted.

"It's part of my savage look, yo." Mikey answered, as they were brought inside a big room where three other individuals were present.

"Professor, Turtles, Traximus, Casey, April, and Rainbooms," Bishop began, "Allow me to present the sacred high council of the Utrom. Pawn, Rook, and Queen." Pawn was a regular Utrom android, with a French mustache on the android's head. Rook was actually Irma with a more white, blue, and teal look to her appearance. Finally Queen looked like the Kraang's android lady Ms. Campbell only had the same color scheme as Rook.

"Irma?" April asked as she eyed Rook who eyed her back, "Ms. Campbell?" she looked at Queen in confusion.

"Looks like Bishop's body design wasn't the only thing the Kraang stole from these guys." Casey said.

"Interesting, they're all named after Chess pieces." Twilight noted.

"Why isn't there a Knight or a King?" Dog Spike wondered.

Queen spoke up, "The Council acknowledges the Professor, the Rainbooms, and the Turtles. And Traximus, welcome back."

"Thank you, Queen." Traximus bowed his head in respect.

Chairs appeared for everyone to take a seat. Fugitoid spoke up, "Utrom, these Turtles and girls are protectors of Earth. They have fought the Kraang and many other enemies and are worthy of your help."

"The Utrom are already aware of the Turtles and the Rainbooms and all of the good they have done for the planet Earth." Queen confirmed.

"You know about us already?" Princess Twilight asked in surprise.

"Indeed so, Princess Twilight Sparkle." Bishop confirmed.

"From your stolen crown, to the Sirens at the Band Battle, and the Friendship Games." Queen noted.

"Whoa, girls, we're famous to these guys!" Pinkie cheered.

Raph spoke up, "If you knew all about each of us, then why didn't ya help us before?"

Rook answered, "Because Earthlings cannot always be trusted! You are an irrational species. Still, you should know the truth about the Utrom."

A visual projector appeared on the table and projected a flashback of the Utroms, as Queen narrated, "For millions of nextons, the Utrom all had individual personalities. Then one nexton, an Utrom scientist named "Kraang" discovered the mutagen of the Kraathatrogon Worm. Kraang Prime was born, becoming deranged in the process. He used his horrible psychic powers to overcome millions of Utrom, turning them into slave-copies of himself! And so, the Kraang were born."

"How horrible." Fluttershy gasped.

"Unbelievable." Twilight gasped.

"There were many Utrom who resisted Prime's control, but now less than 100 exist." Bishop explained.

"What happened to your race was a tragedy, but perhaps you can help us avoid another one that's much like the destruction of my home planet." Traximus pleaded, as Donnie spoke.

"We were able to get one of the pieces of the Black Hole Generator, but we need the others."

"It's the only way to save earth." Sunset added.

The council was in shock, as Queen spoke, "You found one of the pieces?" Pawn started shorting out in shock before falling out of his seat.

Rook spoke up, "No one should have such power! We took pains to hide the pieces in the safest parts of the galaxy!"

Upon hearing this, Twilight shot out of her seat, "Safest?! The first piece corrupted the entire race of Aeons and their home planet!"

The council was in shock to hear this miscalculation on their part, "What?" Bishop gasped.

"Impossible." Queen replied.

"No way!" Rook gasped.

"Sacre b-b-b-bleu!" Pawn spoke in a French accent.

Fugitoid spoke, "Utrom, I have a plan to destroy the Generator once and for all."

Pawn answered, "Impossible! Zee Heart of Darkness cannot be destroyed!"

"Utroms, we must discuss this." Bishop spoke.

The four members huddled together and began discussing, while the others waited. Rainbow sighed, "Why do they need to discuss this at all?"

"Yeah. Why can't they just help us?" Raph asked.

"This is how things work with a council, you two." Princess Twilight replied.

Soon the group broke, as Queen spoke to the heroes, "The High Council has reached a decision!"

"All right!" Pinkie cheered, as Rook continued.

"We are officially opening discussions on the topic of helping you. The debate shall last for the next 100 nextons."

Upon hearing this, Rainbow shot out of her seat, "Are you kidding me?!"

"We don't have a hundred nextons!" Rarity put in.

"By then it'll be too late." April added.

Leo made an attempt to reason with them, "Utrom, please We've come from the future! The Triceratons find all the pieces and destroy Earth! We saw it happen!"

"And we barely escaped the destruction." Applejack added.

"Utrom, that Black Hole thingy is the only chance we have! Ya gotta help us! Pleeeassse?" Mikey pleaded.

The council started getting second thoughts, as Queen spoke, "Perhaps we can..." she was cut off as another portal opened inside the room.

"Oh, no!" Traximus gasped, as more appeared and coming out from them was Subprime and several Kraang droids.

"Kraang Subprime!" Princess Twilight gasped.

Subprime laughed, "So the long-hidden Utrom base, revealed to us by none other than those miserable Turtles and meddling Rainbooms. How awesome has Kraang Subprime's day become? "

"Get 'em!" Leo shouted, as the group went on the attack.

As both sides fought, Mikey was jumping around screaming like a savage, much to the annoyance of Raph, "Enough with the savage yells!"

"Don't diss my sweet yell till you try it!"

Subprime went to attack Queen, only for Bishop to jump in and attack, "How I've waited for this, Subprime."

Rook called out to Subprime, "You stole my body. She was my creation!" she jumped in to attack, only for Subprime's robot arm to grab hold of Rook in mid air.

"Awe, my heart bleeds for you." Subprime mocked.

Traximus rammed Subprime making him release Rook, "Mind if I cut in?" the rebel asked.

Subprime's eyes widened at the sight of him, "Traximus? The Triceratons actually let you out of the slammer?"

"I escaped with the help of my friends." he answered.

"How sweet, now how about you just step aside before I have to hurt you?"

"Just try it, Subprime." Traximus beckoned, and the two fought.

Subprime struggled against the Triceraton, before his one arm blasted Traximus making him fall to the ground, "Traximus!" Fluttershy and Mikey called.

Subprime saw Queen was fighting a Biotroid and zapped her body making it shut down. The real Utrom Queen left her body revealing she wore a tiara on her head symbolizing her status.

"Your majesty." Subprime grabbed Queen by the tentacle.

"Let me go, Subprime." she ordered.

"Queen!" Bishop shouted.

"So long, morons! I'll be taking a parting gift." Subprime retreated into a portal with his captive, with the remaining Kraang droids following.

"Let's go, dudes." Mikey called to Raph, Rainbow, and Pinkie who were closest to the portal. They went through but the portal closed before the others could follow.

"No!" Leo cried.

"Rainbow Dash! Pinkie Pie!" Sunset called.

* * *

The portal opened up in a Kraang base, where Subprime and his army escorted Queen, "I think you'll like your accommodations, Queen. And by like, I mean you will totally hate!" he laughed.

Mikey, Raph, Pinkie, and Rainbow fell out of the portal but hid when one droid turned around. Seeing nothing it continued on. They peeked their heads out seeing it was clear, "Come on, guys. Stay close." Raph said as they hurried. Unfortunately they saw no sign of the Kraang.

"They're gone!" Pinkie gasped.

Raph groaned, "How did we lose her already?!"

Suddenly a new voice spoke up, "I would know such fury anywhere," the group looked over and saw through the window of a holding cell was a female lizard alien too familiar to Raph and Mikey, "Raphael!"

At the sight of the alien, hearts appeared in Raphael's eyes, "Mona Lisa?"

"Huh?" Pinkie and Rainbow were confused, as Raph pushed past them and destroyed the lock with his sai making the door open.

"What're you doing here? I thought I'd never see you again." Raph asked while breathless.

Mona responded by picking Raph up to her level, and the two nuzzled noses. Rainbow looked disgusted, "Blech."

"Awe, how cute." Pinkie cooed.

Approaching was another alien lizard who was a male, "Michelangelo, Raphael. It's good to see you turtles again. But who are these two?" he eyed the girls.

"The name's Rainbow Dash." Rainbow introduced herself.

"And I'm Pinkie Pie." Pinkie smiled.

The girl alien spoke, "I am Y'Gythgba, but if you desire you may use the name Raphael has given me. Mona Lisa."

"Fitting." Pinkie admitted.

The final one spoke, "And I am Commander G'Throkka, but by Michelangelo's suggestion you may call me..." Pinkie interrupted.

"Wait, let me guess. Sal Commander?"

The two Salamandrians were surprised, "How did you know?" Sal asked.

"Just a hunch." she grinned.

"Come on, dudes. We got no time to waste. We have to rescue the Utrom Queen." Mikey reminded them.

"Utrom Queen?" Sal asked in outrage, "The Utrom and the Kraang are one in the same!"

"We thought they could be trusted, but we found out the hard way." Mona added.

Rainbow heard something and quickly pushed everyone further into the cell locking it. She motioned to be quiet as more Kraang droids came down the hall.

Mikey tried reasoning with him, "Kraangs and Utrom are not the same, Sal Commander. Trust me on that. We only work with the good guys."

"Good Kraang? You expect us to believe in such a thing?" Sal continued to be skeptic.

"We tried to trust the Kraang, and it landed us in prison. How can we trust the Utrom?" Mona asked.

Raphael answered, "I was skeptical at first too, Mona. But these Utrom they helped us." The two Salamandrians looked at each other questionably.

"Even if we believed this, you think the Utrom can truly help us fight the Kraang?" Sal asked.

"We do, Sal Commander." Rainbow confirmed.

"And to top it off, we got a Triceraton to back us up." Pinkie added, making Raph growl at her.

"They didn't need to know that!"

"What? You're working with a Triceraton?" Mona asked in disbelief.

"I thought we shared a common enemy." Sal said feeling betrayed.

"Hey, Traximus is nothing like the other Triceratons!" Mikey argued.

Sal gasped, "Wait. You said 'Traximus'?"

"I did." Mikey confirmed.

"Do you know him?" Raph asked.

Mona answered, "No. But we heard rumors of a Triceraton rebelling against his people to protect the innocent. His name Traximus."

"That is a soldier we can get behind." Sal noted.

"Good, but we still need the Utroms help." Mikey said.

* * *

Back at the Utrom base, the remaining members of the council were debating, with Rook speaking, "I move to instate Parliamentary procedure 43-dash-296."

Leo finally tired of all these talks and not action spoke up, "Guys! No more discussions! We need action!"

"And we need it now." Casey added.

Bishop answered, "No discussion. Parliamentary Procedure is all out war. Utrom droids prepare!" Walking in like soldiers was an army of Utrom droids.

Applejack whistled, "Whoa nelly."

"This is great." Sunset Shimmer smiled.

"Now we're talking!" Leo cheered, "So where's the rest of them?"

Traximus spoke up, "Remember, Leonardo. Under a hundred Utroms exist now. We have to make do with what we got."

"And you still have us." Princess Twilight reminded.

Fugitoid spoke to the council, "Now might be a good time to tell us where the Black Hole Generator fragments are located just in case, you know, something happens."

Bishop replied, "Fight by our side, survive this siege and we shall see."

"Well, everyone. Guess we'll have to survive." April said.

"We can do that." Applejack said confidently, as everyone armed themselves.

"Then let's hurry." Bishop ordered.

* * *

Back in the Kraang base, inside the cell, Mikey was still trying to reason with their Salamandrian friends, "So are you guys gonna help save the Queen or what?"

"As I've said, we will not aid the Kraang." Sal answered.

"And as I've said, they're good Kraang." Mikey argued.

Raph tried to convince Mona, "Mona, I wouldn't do anything that would hurt you. You know that."

Mona spoke up to her superior, "I doubted them before, Commander, even when you insisted otherwise. But now I trust Raphael with my life. I believe him." Raph smiled.

Mikey, Pinkie, and Rainbow turned to Sal waiting for an answer. He let out a reluctant sigh, "Very well."

"Oh, yeah!" Mikey cheered, until he saw Raph and Mona nose rubbing again, "What's with you two?"

"Could you please save that for later?!" Rainbow snapped.

"Yeah. We got a Queen to save." Pinkie opened the cell, and they started running through the base.

They saw up ahead another room with Subprime trying to interrogate the Queen, "There they are." Pinkie called.

"Get him!" Raph called, as they jumped in with Mikey knocking Subprime away, while the others disabled the android guards.

Sal spoke to Queen, "I can't believe I'm saving a Kraang!"

"I never expected in my life I would be saved by a Salamandrian." Queen chuckled.

The group surrounded Subprime, as Rainbow spoke, "It's six of us against you, Subprime!"

"Ohhh, ohhh, I'm so scared! Look at me, I'm quivering!" Subprime said in sarcasm, "Not really. ' Cause I got me a Dracotroid!" rising up from a hole in the room was the two headed robot dragon.

"That's the ugliest thing I've ever seen." Pinkie said.

The robot dragon started blasting at the six, who were jumping around and attacking it while avoiding the laser blasts from its two mouths. Subprime continued, "I've always wanted to watch a Turtle get eaten by a Dracotroid." Suddenly the robot and Subprime were blasted away from a hole left in the base. The heroes looked out seeing their friends, and the Utrom ready to fight.

"Need some help, guys?" April asked.

"Girls!" Pinkie cheered.

"Utrom?" Sal asked in shock.

"I knew my Utrom would find us." Queen said in joy.

"Yes, you can always trust the good Kraang." Pinkie smiled.

Subrpime recovered and turned to the robot beast, "Dracotroid, do what you do best!" the creature blasted the others making them fly out of the hole.

"Guys!" Twilight called.

Raph and Mikey used their grappling hooks to catch onto a wall of the base and swing down safely with their Salamandrian friends, Rainbow, and Pinkie, and Queen.

Running out of the base was a battalion of Kraang and Biotroids, and so the war began, "Goongala!" Casey whacked some photon pucks at the Kraang that exploded upon contact.

Twilight was running around firing laser shots from her twin blasters, "I think I'm getting better at this." She was suddenly getting ganged up on by more Kraang, only for Sal to jump in and save her, "Hey, thanks."

"Anything for a friend of my friends." he motioned to Mikey who answered.

"Great work, Sal. Booyakasha!"

"Booyakasha indeed, Michelangelo."

Rarity and Applejack were jumping around using their weapons to disable many of the Kraang droids, while Fluttershy was launching exploding darts at them that blew up in their faces, "Sorry! So Sorry!" she apologized.

"Don't apologize to the Kraang." Rainbow chided her.

"Sorry." she winced.

April threw her tessen at several Kraang droids, and saw more were coming at her. They were blasted by Traximus who spoke, "For honor!" he declared.

Subprime looked down seeing the fighting take place, "This has gotta be the most pathetic sight ever." he was cut off as Bishop and Princess Twilight attacked him.

"It pains me how far you've fallen, Knight." Bishop addressed Subprime.

Princess Twilight was taken aback, "Knight? You mean Subprime was one of the Utrom council?"

Subprime answered with a growl, "That name means nothing to me! I am now Kraang Subprime!" he laughed.

Princess Twilight frowned and attacked Subprime, who fought back, "You were one of the Utrom and you betrayed them for the Kraang?!"

"Sister, when you've lived as long as me, you'd understand it's better to join the winning side." Subprime replied, before knocking her away. He was about to attack again, until Bishop stopped him and chewed him out.

"You used to be our greatest hero! You were a true brother."

"Oh, for the love of Kraang! Everyone hates complete subservience to Kraang Prime until they try it!"

Princess Twilight got up and helped Bishop, "You're nothing but a traitor to your own kind, Subprime!"

"And that is why you will fall!" Bishop jabbed a big Kraang crystal into Subprime's robot apparatus leg and it exploded.

"Did we?" Princess Twilight asked Bishop.

"Yes. Kraang Subprime is finally defeated."

Back at the fight, the group seemingly had the Kraang on the ropes, until they saw two giant stone warriors approach. One of them was dark gray with an orange glow and the second was white with a blue glow. They looked up at the two, as Rarity asked, "What're those things?"

Mikey gasped, "Oh, snap! It's Traag and Granitor!"

"What're they?" Sunset asked.

"Not the friendly type." Donnie answered, as Traag spat lava at them, while Granitor spat blue colored lava.

"How do we take down something that size?" Twilight asked in shock.

"We hit them hard!" Traximus answered, as he started blasting at the two while the Utrom's started catapulting energy crystals at them which exploded upon impact.

The two rock giants were losing their balance, until they shook it off and destroyed the Utrom's catapulting apparatus, "Look out!" Pawn called, as the Utroms were taking cover.

"We can't let them hurt our Utrom friends!" Sunset told the girls, as they ran over to help some of the Utrom.

Traag and Granitor continued to attack the heroes, until the two rock creatures went to attack the girls, "Girls, look out!" Leo called.

The girls braced themselves, as Traag and Granitor attempted to attack only to get repelled by the girls. Everyone around gasped, as the girls started ponying up, taking the Utroms, Salamandrians, and Traximus by surprise, "What is happening here?" Sal Commander asked.

"The girls are showing you their true power." Mikey explained.

"This aura they're emitting feels so warm." Mona said, while feeling relaxed.

"Sure does." Raph agreed.

The girls eyes glowed, as they released a rainbow beam in the direction of the giants. Traag and Granitor's eyes widened in shock as the blast hit them and sent them flying off into the space of Dimension X. The girls touched down, as their friends ran over to see if they were ok."

"You girls all right?" Donnie asked.

"We are, thanks." Rarity replied.

They looked over seeing Bishop and Princess Twilight, "Bishop, Twilight, are you two ok?" Leo asked.

"We're fine, Leo." Princess Twilight replied.

"And Subprime?" Traximus asked.

"Is gone." Bishop answered, until they heard a familiar laugh.

They saw Subprime was still alive and on top of a stealth ship with a few Kraang, "I may be a traitor, but at least I'm not a loser with a totally stupid face."

Pinkie looked to the side and gasped before calling out, "Hey, Subby!"

"What?!" Subprime shouted, until he looked over and saw Traag and Granitor heading right for them, "Give me a Kraanging break!" he cried, as the two rock monsters collided with the stealth ship which in turn crashed into the Kraang base.

"Kraang! Initiate that which is known as retreat!" A Kraang ordered, as they fled to the stealth ships. They didn't get far, as the Utroms blasted them out of the sky. Upon succeeding they cheered, while several Kraang were apprehended.

"What's going to happen to those Kraang?" Rainbow asked the council.

"We will take them back to our facility, and see if we can restore their individual minds freeing them of Kraang Prime's influence." Bishop explained.

"That's good." Fluttershy replied.

Sal turned to Queen, "I have to admit, I was wrong about your species. There are, indeed, good Kraang in the ten Dimensions."

"Utrom, Sal." Mikey and Pinkie corrected him.

"Whatever." he replied.

Queen answered, "And I have seen unparalleled bravery today." she looked at the whole group.

"Does this mean..." Fugitoid trailed off, as Queen continued.

"Indeed it does. Bishop."

Bishop projected a map with his eyes, "You will find the second piece of the Black Hole Generator in the Cosmic Ocean of Varuna. The final fragment is on the lost world of Magdomar at the very edge of the known cosmos."

"Thank you, Utrom. We're gonna make sure this weapon is finally destroyed once and for all." Leo promised.

"We promise you that." Princess Twilight added.

"I have faith you Turtles and girls will do just that," Queen smiled, before turning to Traximus, "Traximus, will you look after our friends just as you have done for us?"

"You can count on me, Queen." Traximus promised.

Sal spoke up, "Traximus, consider the Salamandrians your comrades." he offered alliance with him.

Traximus, "Thank you, commander." they performed the Salamandrian alliance ritual, even with Traximus trying to match the lizard alien's language at the end.

"So beautiful to see new friendships forged." Pinkie smiled.

"No kidding.' Rainbow motioned to Raph and Mona getting all chummy again.

"What are you waiting for? Now's the time for kissy-nose!" Mikey called.

Raph growled at Mikey, until Mona pulled Raph aside and once again nuzzled noses. The girls cooed at such a romance, while Spike watched with a smile. His dog counterpart noticed this and spoke, "What're you so happy about?"

"Nothing. It's just if a relationship between a mutant and an alien can happen, then maybe there's hope for another two species as well." he thought about Rarity from Equestria.

 **(And there you go. They saved the Utrom, their Queen, and their Salamandrian friends. Stay tuned for next time.)**


	9. The Cosmic Ocean

**(Welcome to the next chapter where our heroes travel to the planet of the Daagon for the second fragment of the black hole generator. Here they'll also be dealing with a certain hunter and insect alien.)**

In Princess Celestia's throne room, Human Princess Twilight Sparkle was kneeling before her, as Celestia spoke, "Twilight, what troubles you?"

Princess Twilight answered, "Princess Celestia, me and my friends be they from Equestria or the Human world have faced dangers before no matter how bad the odds were, but this may be our most challenging quest yet. If we can't find the pieces of the Black Hole generator, then this world is doomed, and I feel like I will be partly to blame for it." she sighed.

Celestia answered, "Twilight, in times like these you musn't let the fear of failure cloud your way of thinking. You and the others must remain strong and together in order to save their world."

"But what if we can't do it?"

Celestia smiled, "I have every bit of confidence in you as I've always had. And no mater what I couldn't have asked for a better pupil."

Princess Twilight smiled with hope, "Thank you, Princess." suddenly Princess Celestia fizzled out, and the throne room vanished to reveal Princess Twilight had been in the hologram room. She sighed in relief before exiting where Spike was waiting for her.

"Did what you needed to do?" her assistant asked.

"Yes, Spike." she answered, as they started walking back to the bridge.

"Not to burst your bubble or anything, but you realize that wasn't really Princess Celestia you were talking to in there."

"I know, Spike. But hologram or not, that still felt like what the real Princess would've said to me."

"As long as you don't fool yourself into thinking it's fully real." Spike replied, as they saw Leo walking by.

"Hey, Twilight." Leo greeted her.

"Hey, Leo. Where are you off to?"

"Going to the simulation room for a bit. You?"

"I just came from there. Try not to be too long in there, you never know when Fugitoid will need us."

Leo smiled, "I won't be long." he continued on, as Princess Twilight and Spike continued on to the bridge.

* * *

When they arrived at the bridge, Applejack spoke up, "There ya are. Where were ya?"

"I was in the hologram room." the Princess of Friendship answered.

"Getting in some solo training?" Rainbow guessed.

"Not exactly."

"She went in there to talk to Princess Celestia." Spike answered.

Sunset Shimmer looked concerned over that, "You do know that..."

"I do. But it's nice to hear her voice from time to time." Princess Twilight admitted.

"Just don't make a habit of it. Leo's been going in there more than you have for that same reason." Donnie noted.

"It's not healthy for him to be talking to a hologram of Splinter all the time. I miss him too, but it's not good for him." Raph noted.

"Exactly what I said to Twi." Spike replied.

Mikey spoke up, "Leo just needs him right now more than ever. He'll be okay."

Fugitoid put in, "In a way, he is talking to the real Splinter, at least your memories of him. The simulator is psychic, and can respond..."

"It's still not the same, Fugitoid." Raph cut him off.

"Raphael, I hear where you're coming from, but we're all stressed about what's been happening as of late." Rarity assured him.

"Rarity's right," Twilight agreed, "We have the first piece of the black hole machine, and now that we know the locations of the other two we can get a head start before the Triceratons find them."

"So let's not be down in the dumps, huh?" Pinkie smiled.

Soon enough Leo returned tot he bridge, as Fugitoid spoke, "Leonardo, you've arrived just in time!"

"For what?"

"My friends I present to you The Cosmic Ocean of Varuna!" Fugitoid declared, as they saw out the window a pinkish glowing nebula.

"It's so beautiful." April gasped.

"Lovely." Rarity marveled.

"Pretty." Fluttershy smiled.

"Yes. I would not wish destruction to such a planet should my brethren come looking for the fragment here." Traximus added.

"A vast interstellar liquid nebula in a region of space unlike any other in the universe," Fugitoid explained, "Here, within its depths, lies the second fragment of the Black Hole Generator."

"So what are we waiting for? Let's do this!" Leo declared.

"All right!" Casey cheered.

"That's what I'm talking about!" Rainbow pumped a fist. As the Ulixes took off, the group was unaware of another flying after them.

As the ship reached the tip of the nebula, Fugitoid spoke, "Here we are. Do keep in mind that I have no idea whether our computer systems will work or if we can even survive once we enter the nebula. Here we go!"

"Wait a minute!" Applejack called not liking that they're rushing in.

"Oh, no!" Fluttershy cowered.

* * *

The ship passed through the nebula before temporarily shutting down, "Hold on!" Fugitoid called as he applied full power to the ship. The ship regained altitude and continued on.

"What a relief." Rarity sighed.

"That was scary." Dog Spike said.

"Check it out." Casey said, as they looked out the window seeing Varuna looked almost like they were under the sea back on earth, only there were different kinds of space sea plants and smaller sea creatures.

"This is amazing." Twilight marveled.

Fugitoid spoke up, "Varuna is the home of the Daagon, Ancient beings and allies of the Utrom, who have been entrusted to protect the second Black Hole Generator fragment."

"Let's hope they did a better job than the Aeons." Raph said.

"You and me both." Sunset agreed.

"A complete ecological system bigger than any ocean on any world!' Donnie cheered.

"Wish we could stay and study this place." Twilight said thinking of all the awards she could earn.

"Watch out for that weird electrical seaweed!" Raph called, as they saw some seaweed generating static electricity.

"No need to fret. I'll have us through in 2 minutes and 20 seconds!" Fugitoid assured, as the ship continued flying, until they stopped.

"Why'd we stop?" Casey asked.

"Guys, I think we got company." Spike said nervously.

They looked out the window seeing several anthropomorphic sea creatures surrounding them with their eyes fixated on the ship, "What are they?" April asked.

"The Daagon," Fugitoid answered, "Come along." he showed led the group up to the top of the ship with their helmets on.

"Fugitoid, I know the Daagon are the Utrom's allies, but can we really count on them to help us?" Leo asked.

"What if they're not so friendly like the Kraang?" Fluttershy asked.

"Not to worry, Fluttershy. The Daagon are an ancient, noble, honorable amphibian race. So I hope they'll be accommodating."

The Daagon guards surrounded them, and Leo decided to speak first, "Uh greetings! We would like to talk to you about..." Leo was cut off, as the lead guard made fish noises, and suddenly more guards landed on the ship to restrain the heroes, much to their shock.

"If this is Daagon hospitality, I don't want to know what you do to intruders." Rarity shook.

"Get off me!" Rainbow struggled.

Fugitoid spoke up, "Stop! My Daagon friends! This is the sigil of the Utrom!" he held up an orb with the Utrom symbol.

Seeing this, the captain called the guards off, and they released the heroes, "That's more like it." Applejack said.

* * *

Soon the heroes were riding on giant sea creatures with the Daagon, "Whoo-hoo!" Pinkie cheered.

Fluttershy was patting the back of the creature she was riding earning a playful laugh out of it, "Oh, you like this?" she continued to pet it.

The group passed through the ocean part and found themselves in the Daagon's dwelling area. They looked around in fascination before they were admitted into one of the realms where they could safely remove their helmets. They looked up and saw perching on top of a rock was a marine lady figure with her bottom half composed of multiple tentacles.

"Who enters the realm seeking audience with Hiidrala, Supreme Ruler of the Daagon?" the being asked.

The girls were astounded by her appearance, as Rarity spoke, "She looks beautiful."

"If ya like the aquatic type." Rainbow muttered, only to be shushed by Princess Twilight and Sunset Shimmer.

The group bowed to the ruler, as Leo spoke up, "Greetings, Supreme Ruler! My name is Leonardo. And these are my companions."

"What up?" Mikey asked a bit obnoxiously, only to get head smacked by Raph.

Princess Twilight spoke, "And I am Princess Twilight Sparkle of the world of Equestria. And these girls are also my friends and comrades."

"Hiya!" Pinkie waved only to be shushed by Applejack.

Fugitoid held up the Utrom symbol, "We come bearing the sigil of the Utrom! We seek the fragment of the Black Hole Generator that you have in your possession."

Hiidrala looked down at them, before answering, "You may rise."

The heroes rose up, as April spoke, "Thank you, your Majesty."

Hiidrala continued, "The Utrom entrusted the fragment to me, giving Hiidrala ultimate say over it. Are you truly worthy to claim a device of such devastating power? Who among you is leader?" Leo and Princess Twilight stepped forward, "You two? But you are mere children. What makes you so worthy?"

Leo answered, "We may be young, but we've fought huge battles, saved whole planets, and on top of everything else, we saw the destruction of our world!"

"We've been given a second chance to save our planet Earth." Sunset Shimmer added.

"We plan to destroy the black hole generator." Princess Twilight promised.

"Ha!" Hiidrala replied, "It cannot be destroyed! Why do you think it was hidden away?"

Rainbow Dash spoke up, "If you continue to keep it here then the Triceratons will find it. They'll tear your kingdom apart just to get to it."

"And harm anyone who stands in their way." Fluttershy added.

Traximus spoke up, "Lady Hiidrala, I speak on behalf of my friends and from the perspective of my own kind. Mozar will show no one mercy if he comes looking for the fragment."

Hiidrala raised a tentacle to silence him before speaking, "If you desire the fragment, you must face Cthugga, an ancient beast that obeys only me. If you are indeed worthy, it will sense this and let you take it freely. If you are not, it will devour you whole."

The girls cringed, "Oh, dear." Rarity paled.

"I wouldn't like that." Fluttershy shivered.

"As long as we're swallowed whole and not chomped to pieces, I think we're cool, dudes." Mikey replied.

"I'd settle for that." Pinkie answered.

"Heh, been there done that." Casey replied.

"We can take this Cthugga." Raph said confidently.

"No creature's gonna stop us." Rainbow agreed.

"Let's do it, yall!" Applejack cheered.

* * *

They were brought back to the Ulixes where they flew through Varuna to the location of the monster they were meant to face. Fugitoid spoke to his friends, "Understand me when I say Cthugga is one of the six cosmic monsters you do not want to mess with!"

Traximus added, "The Professor's right. You don't wanna tangle with any of the six. Many Triceratons have before in the past and it only led to their demise."

"Way to be positive about it, Traximus." Dog Spike replied in sarcasm.

"Wonder what it'll look like?" Mikey wondered, as both he and Pinkie started thinking about it giving Cthugga's made up appearance making it look like a cartoonish sea creature.

When they both thought of its appearance being a cartoon man ray, Pinkie spoke, "That's it!"

"Our minds are so similar." Mikey smiled to Pinkie, as they high fived.

Twilight noticed Leo pondering, "Leo, what's up?"

"What do you guys suppose it means to be 'truly worthy'?" the lead turtle wondered.

Rainbow answered, "Depends on who we're trying to prove ourselves too. Some people can have a very strict idea of what being worthy really is."

"I'll say." Twilight agreed, while recalling how much she struggled to not let Principal Cinch down in the past.

April spoke up, "Well, we all have good, noble hearts. That has to count for something."

"Yeah. I mean we sure as heck are more worthy than the other alien varmints we've dealt with." Applejack agreed, until the ship was rammed.

"What hit us?!" Raph called.

Donnie looked at a computer, "It's ramming us again. Brace yourselves!" they got knocked around again.

"What's going on out there?!" Rarity asked in worry.

"Is it Cthugga?" Fluttershy inquired.

"I got it on the monitor." Donnie said, as he pulled up an image.

They saw on the Ulixes was an anthro shark wearing a metal shark suit, "Is that a space shark?" Pinkie asked.

"Oh, no! Armaggon!" Mikey cried.

"Yes! He's like my favorite bad guy ever!" Casey cheered.

"Armaggon?" Princess Twilight asked.

"Isn't he that alien bounty hunter you guys dealt with before we got to space?" Rainbow asked.

"That's right." Fugitoid confirmed.

"He's about as dangerous as hunters go." Traximus said.

"The hull's been breached!" Donnie warned them.

"Arming defensive systems now!" Applejack called, as she activated the outside blasters which started shooting at Armaggon, but kept missing.

"He's too fast!" Pinkie cried.

Armaggon fired missiles at the ship knocking the Ulixes off balance. Things got worse when they saw liquid filling the ship, "Oh, my! We're beginning to take on liquid. Activating the forward drain!" Fugitoid drained the ship of the liquid.

Suddenly the bridge doors burst open and flying in was Armaggon who knocked Leo onto his shell, "Leo!" the group called, as Armaggon pressed his foot down on Leo and laughed, "Well, well, well. What do we have here? Looks like the whole entree," he spotted the Rainbooms, "And what do you know an extra meal to go." he held Leo over his head looking ready to eat him.

"Let our friend go!" Twilight ordered.

"One more step, and I chomp this chump's head clean off!" the hunter warned them, "All right, kiddies, put your little weapons down on the ground now!" seeing no alternative, they dropped their weapons.

"What're you doing here, Armaggon?" Traximus demanded.

"I've been spying on you guys a long time, and ol' Armaggon knows what you're up to."

"What're you talking about fin head?" Rainbow asked.

"I know you got the first piece of the Black Hole Generator. And now you're gonna get me the second piece. Is that a great plan or what?" he asked smugly.

"Oh, bleep!" Fugitoid grumbled.

Armaggon clicked on his wrist communicator and started speaking with someone, "Well, Dregg, not only did I get me some Turtles; I got the first piece of your Black Hole toy!"

The Rainbooms were confused as they heard a voice come from the communicator, "Excellent work, Armaggon. You've most certainly redeemed yourself for all of your past screw-ups."

Armaggon frowned at Dregg's insult, "You know what? I'm quadruplin' my fee."

Dregg growled, "You arrogant!" he was cut off as Armaggon ended transmission.

Mikey spoke to Casey, "Aww, snap. It cracks me up when the bad guys bust on each other."

"Totally." Casey agreed.

"Not the time." April reminded them.

"Who was he talking too?" Applejack asked, until Traximus answered.

"Only the most notorious criminal in the galaxy, Vringath Dregg; Ruler of Sectoid 1."

"Shut up!" Armaggon ordered, "All right, get this hunk a junk moving."

"Bossy shark." Raph grumbled.

"Just wait till you slip up, I'm gonna fillet you." Rainbow promised, while Armaggon only chuckled smugly at her empty threat.

* * *

They piloted the Ulixes into another part of Varuna where floating asteroids were, as Donnie spoke, "Fascinating! An entire planetesimal system in the depths of an oceanic nebula."

"So many new discoveries every day." Twilight said with fascination.

"The wonders of the universe never cease." Fugitoid finished.

"Will you three nerds shut up already?" Armaggon snapped.

"We're here. The Cave of Cthugga." Fugitoid said, as they honed in on their destination.

Leo spoke to their captor, "Armaggon, the only way we can get the piece is to prove we're worthy."

Pinkie spoke to him, "Yeah, and with you on the ship and holding Leo hostage, I'd say we now fall into the definitely-not-worthy- to-face-Cthugga category."

"I'm the one calling the shots here, so move!" he replied.

"Armaggon, can't you put your hunting instincts aside and think rationally for once?" Traximus argued.

"Both of you calm down!" Fugitoid snapped, "We're going in."

The Ulixes flew deep into the dark cave using a light to see through it. Everyone was worried, as April was concentrating, "I'm sensing a huge, powerful presence inside. Getting closer. Closer." They suddenly saw tentacles moving in the darkness, and the light shined onto the creature itself to reveal Cthugga was more like a giant fish jaw with tentacles.

The group cried in fright, as Fugitoid spoke, "Now would be the time to retreat!" the Ulixes took off with Cthugga chasing after it.

Princess Twilight spoke to Armaggon, "Armaggon, if you wanna live you'll let Leo go!"

Armaggon valuing his life released Leo allowing him to resume his own station over the Ulixes, "Fugitoid, we need more speed!"

"I'm giving her all she's got, Captain!" Fugitoid answered with a different tone.

The group looked at him oddly, as Applejack spoke, "Seriously? Of all times?"

Fugitoid looked sheepish, "Sorry, I couldn't resist."

"I say it called for it." Pinkie replied, as the ship continued to fly around like crazy to avoid the sea monster.

"I'm gonna be seasick!" Spike called.

"I'm losing my stomach here!" Dog Spike cried.

"Oh, man!" Raph retched close to Armaggon who was repulsed.

As the ship flew through the asteroids and away from Cthugga, Donnie called, "The ship's going to be torn apart!"

Everyone screamed thinking they were done for, until Fugitoid steered the ship away causing the monster to crash into an asteroid. When Cthugga regained its senses it started looking around for the Ulixes, while unaware it was hiding in a hole in one of the asteroids. Inside the ship everyone was keeping quiet not wanting to get caught. April concentrated and spoke, "It's gone."

The lights came back on the ship as Armaggon spoke, "Whew! What a rush, hey, guys? Really got my heart going." Armaggon was suddenly shocked from behind and fell over to reveal some of the Daagon guards.

The Captain spoke to two of them, "Take him to the dungeon!"

Mikey laughed at Armaggon, "Busted!"

"Looks like you'll be spending a life time in aquarium jail." Rainbow joked.

"Serves him right." Rarity stuck her head up.

As the guards hauled Armaggon off, Sunset Shimmer spoke, "Thank you so much, Captain."

"But how did you know to come?" Traximus inquired.

Fugitoid answered, "As soon as Armaggon hijacked the Ulixes, I secretly sent out an S.O.S. knowing that the honorable Daagon would come to our aid."

"Clever move." Rainbow smirked, until Leo pounded one of the seats in frustration.

"This is all a disaster!" he vented.

Princess Twilight sighed, "We had a chance and we blew it."

"Guys, you can't blame yourselves." Raph tried to calm them.

Leo answered, "There's no way Hiidrala will think we're worthy now! You can kiss that piece of the Black Hole Generator good-bye." Princess Twilight sighed, as all she could do was hold Spike for comfort.

* * *

After returning to Hiidrala, the group watched as Armaggon was presented to the ruler who spoke to the hunter, "I will not allow criminal scum to desecrate my ocean paradise. You will pay for your crimes, Armaggon!" She turned to the others, " And you. You have all failed. You could not even stop this vile thief, much less pass the test."

"That ain't fair!" Casey called her out.

"Yeah, that was straight up interference!" Rainbow added.

Princess Twilight tried to reason with her, "Please, Supreme Ruler, give us another chance."

Armaggon suddenly began laughing, much to everyone's confusion. Hiidrala turned to the shark alien, "Insolent fool! Explain to me what it is you find so funny!"

Armaggon looked at Hiidrala with a smug look, "I'm laughin' because Reinforcements are here."

To everyone's shock, some of the Daagon guards fell to the floor unconsciously, and two more were tossed in as Lord Dregg stepped in, "Oh no, Lord Dregg!" Donnie gasped.

"That's Lord Dregg?" Fluttershy asked.

"Ugh, he's so repulsive." Rarity gagged.

As some of Dregg's henchmen the Vreen appeared at his side, the Insect alien turned to the Queen, "Hiidrala! You have something I desire. And I intend to take it. Hand over the Black Hole Generator piece, or I'll start filleting you one by one!"

Hiidrala showed no fear, and answered, "Lord Dregg. I know who you are: lowlife gangster and wretched fiend!"

Dregg felt insulted and announced, "I am ruler of Sectoid 1! My consumption knows no end! You will give me what I desire, or I and my children shall feast upon you all!"

"You will have to face me first, bug." Hiidrala challenged him.

The Turtles and Rainbooms armed themselves, "You'll have to go through all of us too." Leo warned him.

"And we're not going to let you succeed." Princess Twilight promised, while Hiidrala looked at them with an amused smirk.

Dregg frowned, "So be it. Vreen, attack!"

"Take them down!" Leo ordered his comrades who engaged the Robo Bugs.

"Daagon, do battle!" Hiidrala ordered, as her own soldiers assisted the heroes.

In the midst of the fight, Dregg sent his spider hand to free Armaggon who joined the fight against Applejack and Rainbow Dash, "Payback time." the hunter told them.

"You'll pay for getting in our way!" Rainbow called, as she and A.J did battle against the shark with Mikey and Raph helping them.

Rarity was using her weapons against the Vreen, and spoke, "Such nasty creatures. Worse than normal cockroaches." she said in disgust.

Traximus was blasting at the Vreen, until he saw Dregg going for Hiidrala, "No!" he started shooting at Dregg who dodged.

"Stupid Triceraton!" Dregg called, as Leo and Princess Twilight jumped in to attack only for Dregg to pound them to the ground.

"Leo/Twilight!" the group called.

"Insolent Insect!" Hiidrala unleashed her tentacles on Dregg shocking him.

"You will pay for that!" Dregg used his pincers on her tentacles, making Hiidrala cry in pain. He unleashed his spider hand which covered Hiidrala's face, "Now it ends!" he was about to finish her.

"No!" Princess Twilight and Leo jumped up as Dregg fired a missile aimed at the Queen. The two took the impact which knocked them and Dregg to the ground.

The bug alien looked up seeing the Rainbooms surrounding him, "More of you insolent humans?"

"We're the Rainbooms. And don't you forget it." Rainbow answered.

Hiidrala after pulling the spider hand off her face let off a screech, much to everyone's irritation, "If she's singing she needs a lot of lessons!" Dog Spike groaned.

When Hiidrala stopped the whole place shook as a shadow cast over them. It was Chtugga whose tentacles slinked in swatting away some Vreen before two wrapped around Dregg and Armaggon. Armaggon tried to get free and shouted, "Let us go ya freak!" but both he and his boss were tossed into the mouth of the monster who swam away.

"He just ate them." Twilight gasped.

"He'll be having indigestion after that." Pinkie said.

Suddenly the Vreen ran away, "What the?" Applejack was confused.

"They just stopped fighting?" April asked.

Donnie answered, "The Vreen are a hive mind. They can't function autonomously. They need Dregg."

Hiidrala helped Leo and Princess Twilight to their feet, "How are you, Leonardo and Princess Twilight?"

"A little shell-shocked. But I'm okay." Leo answered.

"What about you, ma'am?" the Princess of Friendship asked.

"I am unharmed thanks to you two. You all fought to protect our kingdom. For that you have our deepest gratitude especially mine. Leonardo, Princess Twilight Sparkle, your actions validate the truth of your words," she made a screech sound, and everyone saw some of the guards carrying the second half of the black hole generator, "The second fragment of the Black Hole Generator is yours."

Everyone was in shock, as Princess Twilight spoke, "Wait a minute, I thought the fragment was..."

Hiidrala confessed, "The Guardian was only a test. I have kept the second fragment contained in the palace vaults ever since the Utrom entrusted us with its safety. And now I entrust it to you. If you claim you can destroy this infernal machine, then the Daagon honor you." The guards bowed their heads in respect, as the heroes were overjoyed.

"Thank you, your Majesty." Leo thanked her.

* * *

After repairs to the Ulixes were made, the heroes set off into space to find the last piece, "Oh, yeah! Two fragments down and one to go!" Rainbow cheered.

"We get that piece, we can destroy the Heart of Darkness and finally go home." Sunset Shimmer said with joy.

April spoke, "You know, that was one of the most beautiful places I've ever seen. I'm actually gonna miss it."

Raph replied, "Well, I'm not gonna miss Bughead and Shark-Mouth. That's for sure."

"Hopefully we won't be seeing them again any time soon." Twilight said.

"You and me both." Dog Spike agreed, while the group was unaware that they haven't seen the last of Lord Dregg or Armaggon.

 **(And there you go. Don't miss next time where it's a little dimension hop between two turtle realities.)**


	10. Transdimentional Turtles and Ponies

**(And I got my next chapter all ready for you guys. Here's gonna be some nostalgia with both turtles series. Enjoy.)**

As the Ulixes flew through the vast depths of outer space, the turtles were busy at their posts along with the Rainbooms until Mikey, Pinkie, and Rarity entered the bridge, "Ah, hello, you three. I'm surprised you three are still awake." Fugitoid said.

"It's hard to tell what point of the day it is." Rarity yawned.

"Yeah, isn't it the middle of the night or whatever it is in space?" Mikey groaned.

"I can't seem to tell." Pinkie yawned.

"There's no time to rest now, guys." Leo answered, as Princess Twilight spoke.

"There's one last piece of the Black Hole Generator left, and we got to find it."

Rainbow spoke up, "Why don't we just destroy the first two we already have? I mean without them the third piece is pretty much useless."

Donnie replied, "Well, what if the Triceratons figure out a way to replicate the technology?"

"Donnie's right," Twilight agreed, "We have to destroy all three pieces and leave none in tact."

"Agreed," Fugitoid put in, "The machine must be destroyed."

Suddenly the ship started shaking, as the group held onto their posts, "Professor, what's going on?" Applejack asked in worry.

Fugitoid checked the computer, "It seems to be some kind of hyperspatial trans-mat trying to hone in on some targets," Fugitoid looked at the Turtles and Rainbooms, "You all."

"That doesn't sound good." Fluttershy feared.

Suddenly a wormhole opened up below the two groups and sucked them in leaving the Professor in shock, "Well, that's not good."

* * *

The Turtles and Rainbooms were flying through a wormhole before crashing onto ground. The group groaned, before getting up and looked out seeing they were in New York city. But New York looked more colorful and bright, "Where are we?" Leo asked, until the group looked at themselves seeing their bodies looked brighter and more 2 dimensional.

Mikey cried, "I think I speak for everyone when I say 'Holy Sewer Cakes'!"

Twilight looked around, "Where in the world are we?"

Mikey gasped, "Oh no, dudes. I think we're in Pittsburgh!"

Applejack gave him a dry look, "I don't think that's the place, Mikey."

Raph looked himself over, "The world is so flat, I can't even see my own butt!"

"Neither can I." Pinkie said, trying to look herself over.

"Donnie, any thoughts?" Raph asked.

"We're possibly in some kind of alternate dimension." Donnie theorized.

"But what kind?" Twilight inquired, until four silhouette's fell over them.

They looked up and dropping before the two teams were the Ninja Turtles. But these turtles appeared stockier, shorter, and had clothe wrapped around their elbows and wrists that were the same color as their masks.

"Holy Mackerel!" Pinkie gasped.

"They're...' Donnie trailed off, as Mikey finished.

"Us?"

"No way!" Raph gasped.

"Whoa." Rainbow gasped.

They noticed the alternate Donnie was holding a device that looked like a blaster, "He's got a blaster! Get him!" Raph ordered.

The alternate Donnie spoke, "No wait, it's not a..."

"Take 'em down!" Leo ordered.

"Leo, wait!" Princess Twilight called, but their friends engaged the alternate turtles.

Leo's alternate self spoke, "We don't wanna fight you!"

"Then you shouldn't have pointed a laser at us!" Leo called, as the two clashed with their double katanas.

The Rainbooms watched, as their turtle friends fought the other turtles, while the two Mikey's were actually making friends with each other, "We're never going to get anywhere if they keep fighting." Sunset said.

"I can fix that." Pinkie pulled out an air horn and rang it making the two turtle groups freeze.

"Jeez, you trying to ring my brain out?" the alternate Donnie asked.

"Now that we have everyone's attention, let's put our weapons down and talk this out!" Princess Twilight ordered.

"Why're you ordering us around like some kind of Princess?" the alternate Raph demanded.

"Because I am a Princess." she answered.

"Whoa, seriously?" the alternate Mikey asked.

"She is." Rarity confirmed.

"Gasp! Your majesty!" the alternate Mikey bowed.

Sunset spoke up, "Donnie?"

"Yes?" the two Donnie's asked.

"Wow, this is super complicated." Sunset said awkwardly.

"How're we going to tell them apart besides on looks?" Rainbow asked.

Rarity gasped, "Idea! Let's call these ones by their full names." she motioned to the stockier turtles.

"Sounds logical." Donatello admitted.

Pinkie gasped, as she looked them over, "Ooh, look at their initialized belt buckles. They're like Super Heroes!"

"More like lame-o's." Raph snarked.

"Hey!" the alternate turtles called.

"Donatello," Sunset spoke up, "If that's not a blaster then what is it?"

"First off who're you?" Donatello asked.

"I'm Sunset Shimmer, this is Applejack, Rarity, Pinkie Pie, Rainbow Dash, Fluttershy, Twilight Sparkle, and Princess Twilight."

"Now ya gonna tell us what that is or ain't ya?" Applejack asked getting annoyed, as the turtle spoke.

"It's a portal projector."

"Portal Projector?" Fluttershy asked, until Leo spoke with suspicion.

"Well, how do we know you're not a Kraang?"

"That's why we brought you here. Krang! He's causing trouble in our dimension, and yours too."

"What?" Twilight gasped.

"Krang's like trying to destroy our realities, dudes!" Michelangelo panicked.

"But how?" Princess Twilight asked.

"We don't know." the party turtle answered.

Raphael spoke, "That's why we called on you poseurs I mean, Turtles for help. Did I say poseurs? Oops."

Raph got in his counterparts face, "Poseurs? You guys don't even fight with your weapons!"

"Maybe they're just that good, or they're not as violent." Fluttershy suggested.

"And the initials on the belt buckles? Lame!" Raph continued to bash them.

"Raph, will you stop trying to make enemies for once in your life?!" Sunset snapped at him.

Raphael got into Raph's face, "I think I'm gonna like putting some more cracks in this imposter's shell," he turned to Donnie, "And you, gappy why do you sound so weird?"

"Me sound weird? Heard yourself lately?" Donnie argued.

"Enough!" Princess Twilight snapped, "Can we just stop fighting for one single..."

"Down!" Leonardo shouted, as the groups were blasted by laser shots.

"Oh, no! He found us!" Michelangelo cried.

Dropping in was what appeared to be an android with a yellow bulgy body, and in the chest cavity was what looked like one of the Kraang, only he looked more wrinkly. He blasted the three teams off the building and they landed on the streets.

The one the two dimensional turtles called Krang spoke to them in a gargling voice, "So, you've allied yourselves with your dimensional counterparts, eh?"

"Krang!" the alternate turtles gasped.

"What's with the gross man-baby body?" Pinkie asked.

"Disgusting." Rarity gagged.

Krang spoke as he held a Kraang portal device, "This will be the last time I have to look at you disgusting Turtles! The Kraang are letting me go home. I just have to make a few amends, and Dimension X here I come!"

"Not so fast Krang!" Leonardo called, as he attacked his enemy with his swords without even landing a blow. Krang backed away before tripping on a pot hole.

Raphael used his sais on a fire hydrant and sprayed Krang, while Michelangelo used a grappling hook on a lamppost making tripwire. Sure enough Krang tripped over it.

The turtles and Rainbooms watched the fight with Raph not looking amused, "Wow, this is just lame."

"It's like kid friendly action like in the old cartoons." Rainbow noted.

"Booyakasha!" Mikey and Pinkie called, as they and Michelangelo tried to attack only for Krang's android head to shoot lasers from its eyes knocking the three down.

"Pinkie!" the girls cried, as they went to her.

"Are you ok?" Twilight asked.

"Yeah. Actually, that laser blast tickled." she giggled.

"Do his lasers not work?" Sunset wondered, until Krang spoke.

"My Dimensionizer will wipe out all of your worlds." he retreated into a Kraang portal that closed before Raph could catch him.

"Oh, great. Now we're stuck in this dimension, probably forever." Donnie said in despair.

Donatello held up his device, "I still have my Portal Ray the one I brought you here with! All we have to do is hone in on Krang's dimensional coordinates, and yes!" he shot a beam which projected a portal.

"What? That doesn't even make sense." Raph said.

"No time to questions their laws of physics, Raph." Twilight said.

"Come on, guys." Leo said, as the three groups jumped through the portal.

* * *

They fell out of it and landed back in New York City in their own dimension, "Yes! We're back in New York City." Mikey cheered.

"It looks like the same as we left it." Rarity gasped.

Leo spoke, "Remember this is still the past."

Coming out of the portal were the other turtles only in the others dimensional look, which made them look more 3-dimensional, "Dudes, look at us," Michelangelo gasped, "We're like solid or something."

"What's going on Donatello?" Leonardo asked.

"Well, we came from a two-dimensional reality into a third dimension. It's like science fiction."

Raphael spoke, "Hey guys, uh, now that we're in a new dimension..."

"Pizza time!" the alternate turtles tried to run out into the open only to get pulled back by the others.

"Are you crazy?!" Applejack asked.

"You can't just run out there." Sunset warned them.

"Why not?" Raphael asked.

"Humans aren't accustomed to seeing mutant turtles." Rarity explained.

"In our world we go out all the time." Michelangelo said.

"Well, this isn't your world," Raph reminded him, " We have to live in the shadows. You know like real ninjas."

"Come team, let's find this Krang before he blows up the planet." Leo ordered.

So the three teams started jumping the rooftops, "Oh, I hope we don't run into any Foot ninja or Shredder's mutants." Fluttershy said in worry.

"You and me both," Donnie agreed, "The last thing we need is to deal with them of all times."

"It'll be worse if we run into your own past selves." Princess Twilight added.

"How can we even track Krang, Donatello?" Twilight asked.

"He's close. As long as Krang is carrying portal tech, I can track him like Michelangelo sniffing out pizza!"

The two Michelangelo's looked at each other, as Mikey spoke to his alternate self, "Ohh, he's talking about you. I keep getting us all confused, bro."

"How much further?" Rainbow asked, as Donatello answered.

"Up there on the Channel Six Building!"

Leo looked through his telescope seeing Krang was planting something on the tower, "I see him. It looks like he's planting some kind of bomb. Probably the Dimensionizer thing!"

Leonardo spoke to the group, "Okay, guys, here's the plan: the Donatellos will disarm the weapon. Everyone else take down that creep! Turtle Power!" the four alternate turtles appeared in a split screen that was pushed aside by Leo.

"Whoa, whoa, whoa, hold up with the "Turtle Power" for a second. You don't give orders to my team, okay? I'm the order guy. This guy!" the group just pushed right past him, as Twilight spoke.

"You were probably just going to say the same thing anyway, Leo. So let's just go with it." she followed the others.

Leo grumbled, "I'm the order guy."

* * *

On the Channel Six Building, Krang was about to enter another portal until he was knocked aside by Leonardo, "Aww, not now. Not when I was about to unleash my master stroke!" he saw the two Donnie's on the tower disarming the device, "Keep away from that Dimensionizer, freaks!" he inserted a computer disk into his shoulder and grew over twenty feet tall.

"Holy frosted cupcakes!" Pinkie cried.

"How do we fight something that size?" Rarity gasped.

"Spread out!" Rainbow called, as the group spread out to avoid Krang stomping on them.

Krang tried blasting the Donnie's as they managed to pull off the Dimensionizer before Krang blasted the tower, "Keep away!" Pinkie called, as they were tossing the device around which got Krang angry.

"Give me back my Dimensionizer!" his android head opened up to reveal a giant missile.

"Mouth missile!" Mikey cried, as it was launched at them.

The Rainbooms jumped onto the android body and started smashing their weapons against it, "Feisty girls, aren't you?" Krang tossed them off, only for their turtle friends to use their grappling hooks to bring Krang down. Once he laid on his back they started stomping on his brain face. Krang finally tossed them off, "Annoying reptiles! It doesn't matter. You'll never disarm it in time!" he opened up a portal and retreated.

"He got away again!" Rainbow groaned.

"At least we got the Dimensionizer." Donatello said.

Donnie inspected it, "Looks like some kind of anti-matter weapon. If this thing goes off, it could wipe out our entire dimension. We got to defuse it back at my lab, now!"

"At your lab?" Applejack asked.

"Donnie, what if your past selves are there?" Sunset asked.

"We'll have to risk it, come on!" Leo ordered.

* * *

Down in the sewers, the turtles dropped before the entrance to their lair, as Raph turned to their counterparts and spoke in sign language, 'Would you fine gentlemen kindly wait here for a moment, or I will strike you repeatedly in the face and bodily regions!' The alternate turtles scowled at him giving them orders, while Princess Twilight whispered.

"We'll watch them."

The turtles entered their lair looking around in nostalgia, remembering the lair looked exactly the way it did before the earth blew up, "Back so soon? You just left to patrol the city." came a familiar voice.

The brothers looked and saw their beloved sensei, "Sensei!" they cried, and ran over embracing Splinter.

Splinter himself was taken aback by his sons reactions, "Is everything all right?"

"Definitely, Master Splinter. It's It's just really amazing to see you." Leo explained. Splinter felt happy to see his sons happy, until a confused look came on his face. Leo looked and saw his counterpart looking at them, and noticed the others were in the lair as well.

"Whoa, dudes! This lair is rockin'!" Michelangelo gasped, while inspecting the lair.

"I thought you were watching them!" Raph growled at the Rainbooms.

"Well, we tried, but they slipped past us," Applejack explained, before they saw Splinter staring at them, "Uh, hey, Master." she greeted.

"What is going on here? Someone, explain. Now!" Splinter demanded, as he firmly pounded the floor with his cane.

"Wow your Splinter is kinda strict... And tall." Leonardo said in amazement.

"Donatello?" Splinter asked his smart son, who answered.

"Yeah, um, they were transported here from an alternate dimension, Sensei, along with this weapon we have to defuse. Like, ASAP!" Donnie grabbed his counterpart bringing him to the lab.

And so the others started making themselves at home, as Splinter spoke to his oldest son, "Leonardo, I would like to speak with you in the dojo. Now."

"Hai, sensei." Leo followed him.

"Is he going to be all right?" Twilight asked worried.

"He'll be fine." Princess Twilight assured.

And so the turtles and the Rainbooms were waiting patiently for something to come up until they heard Donnie scream, "Donnie!" they ran into the lab.

"Donnie, what's wrong?" Sunset asked.

"We checked out the weapon. This is bad, guys. This is really bad!" Donnie panicked, as Donatello explained.

"The weapon is linked to three other identical bombs. And they're rigged to go off in fifteen minutes!"

"So where are the others?" Twilight asked.

Donnie checked his computer, "We believe at least one of the bombs is in your dimension."

Michelangelo gasped, "They're gonna nuke our world, bros. Totally bogus!"

"And whack!" Rainbow added.

Leo spoke, "That's not gonna happen. You guys helped us, and now we're gonna help you. Donnies, what do we do?"

Donatello explained, "Well, we attuned my Portal to track down the other Dimensionizers. And the first one - is here." he used the ray to project a portal where they could see the Channel Six Building in the 2-dimensional world.

"There it is." Fluttershy gasped.

"On top of the same building, but in your reality." Princess Twilight added.

They all looked back at Splinter who instructed them, "Go. Do what needs to be done."

His sons and the Rainbooms bowed their heads, as Leonardo spoke, "All right, team. Let's do this. Turtle Power!"

"Enough with the Turtle Power! Let's just go!" Leo sighed in irritation, before turning back to Splinter, "Goodbye, Sensei."

"We'll see you soon." Princess Twilight promised,as the groups entered the portal that closed.

* * *

They reappeared in the same dimension inside a high tech facility surrounded by Kraang Droids pointing their blasters at them, "Oh, and I was having such a great day," Raphael complained, as the group eyed him, "Well, ok maybe not."

Stepping before them was Subprime, "Hands in the air, Turtle freaks and Rainbooms! We got you surrounded. I hacked your stupid portal and brought you here. Why? Because I'm awesome!"

"Kraang Subprime?" Mikey asked.

"No! Megan Fox!" he answered in sarcasm, "Oh, I forgot, you're the dumb one!"

A Kraang dorid took the portal ray from Donatello, "Hey!"

Subrpime called, "I said hands in the air!" the three teams raised them, as Krang entered the scene.

"Subprime, you blithering idiot! I told you not to bring the Turtles here!"

"Where the heck is here anyway?" Raph inquired, as Krang answered.

"You are in my domain now, mutants. The Technodrome!" he laughed.

Twilight looked around, "Well, love what you've done to the place. It's homey, in a villains lair sort of way."

"Thank you, my dear," Krang said, as Subprime spoke to him.

"You did good, cousin! We banished you 'cause you're a screw-up, but you made up for it! Welcome home!" the two androids embraced, as Krang spoke.

"Well, thank you, Subprime. Just wait until the rest of my plan unfolds! We're going to blow those Turtles and their friends to smithereens!"

They turned and saw in the midst of their conversation, the Turtles and Rainbooms destroyed the guards surrounding them, "We already deactivated one of your Dimensionizers, Krang!" Leo began.

Leonardo continued, "And we're gonna deactivate the rest! Turtle Pow..." he saw Leo looking at him angrily, "Sorry. Get 'em."

The teams engaged Krang, Subprime, and the Kraang droids, "Get the portal ray!" Princess Twilight ordered.

The Rainbooms tried to get to the Droid carrying it, but Subprime and some droids were blocking them. Raphael spoke going for it, "Leave this to the real Raphael!"

"You gonna shoot another fire hydrant at them, or what?" Raph asked in sarcasm, as Raphael whipped out a freshly cooked pizza, took one slice, and pied the Droid with the rest. The Kranng Droid shook the slices off and was about to blast him, only for Raph to disarm him, "Where'd you get pizza anyway?"

"Give me a break." Raphael replied.

"Yeah. I like he can do that. Just like me." Pinkie grinned.

Through the fighting, the ray device slid across the floor, before Sunset snatched it, "Donatello, heads up!" she tossed it to him.

"All right! Back to our home dimension." he projected a portal and they went through.

* * *

They found themselves back in the 2D reality, "All right back in the real world." Michelangelo said.

"There's the Dimensionizer." Twilight pointed up the tower.

"Now let's keep it from blowing up." Leo said.

Suddenly emerging from the portal were Krang and Subprime, who spoke, "Anywhere you go we follow, freaks!"

"We did it!" Donnie called, as he and his counterpart had deactivated it, "Two Dimensionizers down!"

"And two to go."

"No matter, you'll never get to them!" Krang called, as he and his cousin started fighting them.

"Portal please!" Rarity called.

Donatello honed in on the other Dimensionizer's location and projected a portal. They jumped in before the two alien brains could reach them.

* * *

They fell out of the portal, as Princess Twilight saw she was a pony again, "Guys, we're back in Equestria!" she turned to her CHS friends who were also in their same pony forms when they retreated from the black hole.

"Holy guacamole!" Mikey called, as the Rainbooms looked to see the two turtle teams.

All eight turtles had become earth ponies with green coats, and their manes and tails were the same color as their masks which they wore over their eyes, while the two dimensional turtles wore their belt buckles on the side of their bodies like saddles. The turtles from three dimensional earth's coats were a darker shade of green while the coats of their counterparts were a brighter shade. The cutie marks of the turtles each was their respective weapons.

Raph looked at himself and spoke in dread like it was all a bad dream, "Oh, say this isn't happening!"

"We're actually ponies!" Donnie gasped.

"I don't have any fingers or toes!" Michelangelo gasped.

"We have to find the other Dimensionizer." Donatello said.

"But it could be anywhere." Fluttershy said.

"Where are we exactly?" Raphael asked.

"This is the garden of Canterlot Castle." Princess Twilight gasped.

"And look!" Rainbow pointed to the Dimensionizer a top one of the castle towers.

"We got to stop that device before those two show up." Applejack said, as they were about to take off until a familiar voice spoke.

"Twilight? Girls?" They froze and turned to see Princess Celestia looking at them.

"Whoa, is that..." Pinkie gasped.

Princess Twilight gasped, "Princess Celestia." she winced.

"Whoa!" Mikey gasped, "She's pretty." he got smacked in the back of the head by Raph.

"What're all of you doing here?" She asked before noticing their space outfits, "Interesting outfits. Your design, Rarity?"

"Um, well..." Rarity trailed off, until Celestia spotted Sunset Shimmer.

"Sunset Shimmer?" she gasped.

Sunset seeing she was spotted looked nervous, before speaking, "I'm sorry, Princess Celestia, but I can't talk right now!" she used her magic to teleport away.

"She's right, Princess. We have to do something, but I'll explain next time I visit!" Princess Twilight answered quickly, as they hurried to follow Sunset.

The eight Turtle Ponies turned to Celestia, as Leo spoke, "Pardon us, your majesty. We'll take care of them." they hurried off leaving Celestia in so much confusion.

They raced around the castle before finding the Dimensionizer on the tower, "There it is!" Applejack said.

"We need to disarm it before..." Donnie began, until dropping in were Krang and Subprime, "They show up."

Both Krang and Subprime had been ponified as well, with their exoskeleton bodies taking on mecha pony forms, while their alien forms remain the same, "You little ponies aren't going anywhere!" Subprime said, as they once again duked it out.

As the girls fought the two using only their pony abilities like flying around and magic shots, the turtles were struggling to use their weapons with their mouths, "Man, I hate this world!" Raph said with his mouth full.

"Don't talk with your mouth full." Raphael chided him.

The two Donnie's climbed up the tower, as Donnie spoke, "I hope I can deactivate it with just hoofs," he fiddled around before it beeped, "We did it! Guys, we disarmed it!"

"Only one more to go!" Donatello cheered.

Krang spoke, "There's still one left in the Primary Turtle Reality. If those Turtles are destroyed, then so are all of you."

"Donnie's, get to the fourth reality!" Leonardo ordered.

"I'll come with ya!" Rainbow flew up to them. Donatello set the coordinates, and the three entered.

* * *

They reappeared in a black and white world that looked like it was a comic book, with both Donnie's in their respective dimensional forms, "Whoa, guys look at you." Rainbow said.

"What kind of dimension is this?" Donatello asked.

"Krang said this was the Primary Turtle reality," Donnie explained, "Maybe it came before all of our worlds."

"It's like an old vintage comic book," Rainbow looked around before grinning, "So awesome!"

Donatello looked ahead, "Channel Six must be this way!"

"Then let's go!" Rainbow ordered, as they hurried, until they were almost impaled by two ninja stars. They looked and saw Four more turtles that looked darker and angrier, "Who are they?" she gasped.

"It's the Prime Turtles!" Donnie gasped.

Donatello tried speaking to them, "Hi there. We are ninja..." they saw the Prime Turtles arm themselves.

"I don't think they want to shoot the breeze." Rainbow said.

"No time to explain, come on!" Donnie ordered, as they ran for it with the Prime ones in pursuit. What it looked like was them jumping through pictures to reach their destination, until they reached the Channel Six building.

After deactivating the Dimensionizer, the three saw the Prime Turtles surrounding them, "See you in another dimension!" Donatello blasted the floor, and the three sunk in, leaving the Prime Turtles confused.

* * *

They reappeared back in Equestria, where their comrades were beating down the two villains with the turtles getting the hand of using their pony bodies to fight, "Come on, guys. We're good to go!" Donnie called.

"All right, we're out of here!" Pinkie called, as they knocked Krang and Subprime out.

They escaped through a portal, until Subprime activated a device of his own, "You can't escape so easily, freaks!"

The three teams found themselves back in Krang's Technodrome, "What?" Rarity gasped.

"Back here again?" Sunset asked.

"Ha! Welcome back, heinous reptiles." Krang greeted as he and Subprime appeared.

"You're not going anywhere as long as I have this baby! I can hack your portal all day long," Subprime suddenly saw his device was destroyed by Sunset Shimmer's Kunai dagger, "Oh, Kraang!"

Leonardo called the two out, "It's over. We stopped your little scheme. We deactivated all of your Dimensionizers."

"It's game set and match." Rainbow added.

"That's right, pink dude. You can't blow up our realities anymore." Michelangelo finished.

"Blow up realities?" Subprime asked in confusion, before turning to Krang who looked sheepish, "You've been trying to wipe out dimensions we've been trying to mutate for thousands of years?! Are you insane?!"

"Well, you did say wipe out the turtles at any costs." Krang answered nervously, as Subprime started punching Krang's android.

"This is why I banished you to Two-Dimensional Earth in the first place. Because you're an idiot! A moron! A dingleberry! So you know what?! I'm kicking you back!" Subprime knocked Krang back through the portal.

"Oh, no! Not again!" Krang cried, as the portal closed.

"Aw, I was actually beginning to like him." Pinkie sighed.

Subprime snapped, "I've had enough Turtles for a millennium!"

"Let's take this wad of chewing gum down!" Leo ordered.

"Right behind you, Leo!" Princess Twilight answered, as the whole group started fighting Subprime, who was truly no match for their combined strengths.

"I've had enough of this dweeb." Leonardo told Leo who called out.

"Turtle Power!"

"Rainboom Power!" Pinkie cheered.

They fought Subprime, as Leo jumped behind Subprime and reached for him, "What're you doing?!" he was pulled out of his cockpit and thrown around as the two Mikey's, Rainbow, and Applejack were playing hackey sack with him.

"Oh, yeah. A little Hackey Kraang!" Mikey cheered.

"Put me down!" Subprime demanded, as Donnie whacked him upward.

"Booyakasha!" Michelangelo cheered.

As Subprime was airborne, Donatello blasted a portal upward leading to the Prime World, "No! I hate Black and White!" Subprime called as he fell through the portal which closed.

"Well, that wasn't such a chore now was it?" Raphael asked.

"Piece of cake." Rainbow added, as the two fist bumped.

Leo spoke to his counterpart, "Leonardo, thanks for everything."

"We couldn't have done it without you." Sunset added.

"No, thank you. Without your help, all of our realities would be doomed." Leonardo answered, as the tow leaders shook on it.

Donatello projected another portal for the Rainbooms and their turtle friends back to the Ulixes. The turtle teams stood facing each other before bowing their heads in respect, "Come on, ninjas. Let's go home." The Turtles and Rainbooms went through the portal.

* * *

Suddenly they found themselves back on board the Ulixes where Fugitoid, April, Casey, Traximus, and both Spike's were waiting, "Guys, you're back!" April cheered, as she embraced Donnie.

"We're so relieved." Traximus said, as both Twilight's nuzzled with their respective Spike's.

"Is everybody ok?" Fugitoid inquired.

"We're fine, Professor." Princess Twilight assured.

"Where were you?" Casey asked.

"Have we got a story to tell you." Applejack replied.

Soon the Rainnbooms and Turtles told them of what happened, "Whoa, a Two-Dimensional earth sounds far out!" Casey gasped.

"And you guys actually became ponies?" April asked, "What was it like?"

"Embarrassing." Raph answered.

"I don't know. I thought it was an experience." Donnie admitted.

"Well, we're glad you're all in one piece." Fugitoid said in relief.

Princess Twilight looked to Sunset seeing she looked dismal, "Sunset Shimmer?"

Sunset sighed, "I finally see my mentor again, and I just ran from her like I didn't care. She probably still thinks I hate her."

"No, Sunset. That's not true." Princess Twilight assured her.

"Plus we were in a hurry, there was no time for you to play catch up." Mikey added.

"I know. I just wished I had the chance to finally make peace with her."

"One day, Sunset. You will." Leo assured her.

"Thanks." Sunset smiled.

* * *

Later on, Leo and Princess Twilight were walking about the ship, as the Princess spoke to Leo, "You almost told Splinter the truth? Leo, why?"

"I don't know. I just felt if Master Splinter was aware of the situation he could be prepared for what may come." Leo explained.

"You're lucky you never got to. If we try revealing the future to any of our past selves we'll only screw up the time line."

"I realize that." Leo sighed, until the Princess of Friendship laid a hand on his shoulder.

"Don't worry, once we destroy the Heart of Darkness, we can all go home together." she smiled at him.

Leo returned the smile, "Yeah." they walked along the ship knowing they still had a job to do and not too much time left.

 **(And there's the chapter. I hope you liked the part where they went to Equestria. Because I will make a fic where the turtles go back there again.)**


	11. Fugitoid's Secret

**(And I got another one set up that'll really leave you surprised and gushing. Enjoy.)**

As the Ulixes was flying through space, everyone was getting some much needed sleep. However, three particular members of the crew were up and about. It was Sunset, Twilight, and Traximus. The three were walking about the ship thinking it would make them sleepy, but it wasn't doing too much. They walked to the bridge to see Fugitoid as always piloting the ship.

"Hey, Professor." Sunset greeted him.

Fugitoid was startled before his head spun around and saw the three, "Oh, hello, friends. What're you doing up so late during the nocturnal cycle?"

"We could ask you the same thing." Traximus replied.

"Being a robot now I don't require sleep like you all. Plus I can recharge myself as I steer the ship." the professor explained.

"Logical," Twilight admitted, "Well, we thought by walking around we'd tire ourselves out."

"I'm guessing that's not doing the job, is it?" Fugitoid beeped.

"Afraid not," Sunset admitted, "But how can we sleep? We just got the second piece of the Black Hole generator."

"Once we find the third fragment we can destroy the pieces and save Earth." Twilight smiled.

"And then we can finally put an end to my people's tyranny." Traximus finished.

"Yes, all wonderful plans. But only if we can succeed." Fugitoid reminded them.

"We have to for the sake of the planet." Twilight said.

"If there's one thing we won't stand for it's letting our friends down." Sunset put in.

"And I've failed too many comrades already. I won't fail another." Traximus said, while thinking of Zeno.

"You three seem to be taking this whole quest more seriously than any of the others from what I noticed. Almost like there's more to it for you all." Fugitoid looked suspiciously.

Twilight and Sunset Shimmer knowing he wasn't off decided to answer. Sunset went first, "Well, Professor, I wasn't always this kind and helpful girl. Back in Equestria I was pretty bad, even as a student to one of the great monarchs of the land. I was obsessed with power and authority and disregarded anything else. Princess Celestia tried to talk me out of my quest for power, but I abandoned her and came to this world. Since then I ruled CHS with an Iron Fist intimidating every student into worshiping me or face my wrath. Thanks to me I ended up splitting off all students into joining groups that held the same likes. When I discovered Princess Twilight had become a Princess I went back to Equestria to steal her crown in hopes of using it to conquer this world and Equestria. But all it did was turn me into a monster. Ever since my friends showed me the light I since then have been trying to make up for what I did to everyone at school. And now I'm truly a new person."

"What a wonderful story." Fugitoid said feeling entranced..

"Yeah. And I learned the same way as she did," Twilight said, "I was obsessed with trying to understand the anomalies surrounding CHS, but when I found out it was magic I became more enraptured in it. But I had no idea my tracking device could also assimilate magic. When my former Principal and classmates found out they pressured me into unleashing it all or be hated for the rest of my life. Not that it mattered since they didn't care about me at all. But with Cinch blackmailing me with something I thought I wanted I gave in and like Sunset became my own demon obsessed with magic. And nearly tore apart the fabric of both dimensions."

"Oh, dear." Fugitoid gasped.

"But Sunset helped me see there's always another way, and that's how I made real friends who cared about me. No matter what I did they still accepted me as one of their own."

Traximus smiled, "You girls truly are lucky to have each other."

"We sure do." Sunset nodded, as she and Twilight stood close together.

Fugitoid looking at the two girls felt something stir in him and spoke up, "Girls, Traximus, there is something I need to tell you because I feel you three I can trust the most at this point."

"What is it, Professor?" Twilight asked.

Fugitoid sighed, "The truth is about the Black Hole Generator. It wasn't created by the Kraang or the Utrom. It was created by me." he confessed.

This discovery threw the two girls and Triceraton rebel for a loop, "You built Heart of Darkness, Fugitoid?" Traximus asked in disbelief.

"Why?" Sunset asked.

"I was a different humanoid back then, Sunset Shimmer," Fugitoid began telling the full story, "I originally developed the Black Hole Generator as an energy source. But when Kraang Subprime offered me a huge price to buy it, I gave in. I was greedy and I didn't care what they wanted to use it for. Back then all I cared about was money to finance my research. Soon enough I realized what a terrible decision I had made."

"You can't be serious." Twilight said in shock.

"I'm afraid it's true. Since then I've sought countless ways to make up for my grave mistake, until the Triceratons came and you can see the results. But having been changed into a robot I still sought out a way to stop the Kraang and destroy the weapon," Fugitoid sighed, "But I'm afraid now that you know the truth you won't be able to trust me from this point on. I understand that." he looked down.

Sunset, Twilight, and Traximus looked at him in concern, before Sunset went over and laid a hand on his shoulder. Fugitoid looked up at her and suddenly found himself pulled into an embrace,"Oh!"

Sunset held him close and spoke, "We can't change what we did in the past, but we can make up for the future. I know that better than anyone."

"So do I." Twilight agreed.

"Me too." Traximus finished.

"We understand where you're coming from Fugitoid," Sunset continued, "You're just like us. You made mistakes and now you want to fix them. We've been there."

"You want to do the right thing but afraid to tell others because they might turn on you." Traximus said.

"I know full well what it means to give into something you want for the sake of your research," Twilight, said, "And we see why you'd tell us, because I'm not so sure the others would take this news as well as we did."

"Especially Raph or even Leo," Sunset added, "I recall Mikey mentioning that Leo was skeptical about accepting Slash as an allie because how he tried to destroy them before, but Leo eventually accepted Slash was a changed turtle."

"And do you think they would feel the same about me?" Fugitoid asked.

"I honestly don't know." Sunset admitted.

"I see. Well, for the time being could you three keep what has transpired between us to yourselves?" Fugitoid asked.

"You want us to keep it a secret from the others?" Traximus asked, "Not a very honorable thing to do."

"I will tell them the truth after we've destroyed the weapon. I promise you," Fugitoid promised, "In fact I'll make it a Pinkie Promise. How does it go again? Cross my heart and hope to fly, stick a cupcake in my eye?"

Sunset chuckled, "You got it right. Ok, Professor, we'll keep it between us for now."

"But you'd better make sure you tell everyone when this is over." Traximus warned him.

"And I shall, my friend." Fugitoid promised.

"Well, I think all this story telling has worn me out. Think I'm ready to turn in." Twilight yawned.

"Me too. See you in the morning, Fugitoid." Sunset said, as the three left the bridge.

"Goodnight, my friends," Fugitoid returned to his command post and sighed, "Now we have to succeed more than ever. I will not let my mistake cost another innocent planet."

 **(And there you have it. Twilight and Sunset Shimmer would better understand Fugitoid better than anyone else would've. I'll see you all next time.)**


	12. Revenge of the Triceratons

**(Once again I'm back with my latest chapter, where our heroes have another run in with the Triceratons.)**

On the Ulixes, Leo, Raph, and Mikey were telling April, Casey, Fugitoid, and Traximus of their experience in the alternate turtle reality, "You actually went into an alternate universe and met alternative versions of yourselves?" April asked in disbelief.

"Yeah. They were so awesome." Mikey answered while smiling.

"Mine was a real sarcastic idiot." Raph grumbled.

"I don't know, Raph. You two were so very much alike." Pinkie replied.

"We were not!" he snapped.

Casey turned to Leo, "So you saw past Master Splinter?"

"We had no choice. We needed to go back to the lair." he answered.

"How was he?" April inquired.

"Same as he was before."

"Not counting the dead part." Mikey added.

"And you, Leonardo, were almost willing to tell your master of what will happen to him?" Traximus asked.

"I almost did, but I didn't. Did I do the right thing by being silent?"

Princess Twilight answered, "Leo, the less someone knows about the future the better. Trust me I speak from personal experience."

"How?" Leo wondered.

Spike decided to answer, "She had a visit from her future self who tried to warn her about something, but she kept interrupting her future self. She vanished before she could relay her message."

"Couldn't stop your lips from flapping, could you?" Applejack crossed her arms.

Princess Twilight looked sheepish, before continuing, "I spent the next couple of days fretting over it and tried to avoid all types of disasters unaware I was merely setting myself up to the events which led me to trying to warn my own past self to not take things too seriously."

"So you got worried and fretted over nothing?" Rainbow asked with a chuckle.

"Yeah. All except for me who ended up with a stomach ache from eating too much ice cream." Spike groaned at the memory.

"I hear ya, boy." Mikey agreed.

Suddenly an alarm went off, and they all went for the bridge, "April, what's going on?" Twilight asked.

"It's the Triceratons, they found us!" April answered.

They saw on the monitor that the ship was surrounded by the Triceraton mother ships, "Oh, snap." Mikey gasped.

* * *

Mozar suddenly appeared on screen, "Attention Starship Ulixes! This is Captain Mozar of the Triceraton Empire. You are surrounded. Hand over the pieces of the Black Hole Device to me. Or we will blow you out of the cosmos!" he threatened them.

"You'll do that anyway." Leo replied.

"Yeah, we know ya will." Applejack agreed.

"You have my word as a Triceraton that I will allow you a three nexton head start. And then we will chase you down and blow you away." Mozar replied.

"That is far from being generous." Rarity huffed.

Traximus spoke to his team, "Lies. He doesn't give head starts."

"You want the fragments, Mozar?" Princess Twilight asked, "You'll have to take them from us."

Mozar accepted the challenge, "Very well, then. Prepare to be boarded." they ended the transmission.

"What do we do now?" Fluttershy asked.

"Incoming ships!" Traximus saw the ship launch fighter ships.

"We don't have the firepower to take those guys." Leo noted.

"Then let's move!" Twilight ordered.

The Ulixes flew off with the other ships coming after them, "We can't outrun them forever." Raph said.

"We need to go faster." Rainbow added.

Donnie spoke up, "Maybe with our upgraded thrusters."

"Oh, yeah!" Pinkie cheered.

"Floor it, Fuge!" Mikey called, as Fugitoid activated the thrusters allowing them to fly off faster.

"No matter what, we must keep heading towards the Plural X Beta System," Fugitoid explained, "We can't afford to let the Triceratons beat us there!"

"So let's hurry." Princess Twilight ordered.

"Almost ready for Tachyon Jump," Fugitoid said, "They won't be able to track us again because we're awesome!"

"Got that right!" Rainbow agreed.

"Hold on, everyone!" Traximus called.

Suddenly the ship was blasted by a Triceraton ship. Fugitoid exclaimed, "No! Warp Engine 2 is out!"

"Oh, dear." Rarity gasped.

"More bad news, missiles are coming right for us!" Casey called.

"Move it!" Leo ordered, as the ship dodged the missiles.

The group sighed in relief, "That was close." April said.

"Yeah, good thing they're only going to hit that moon right there." Mikey motioned to a moon up ahead.

"Moon?!" Fugitoid and Twilight cried.

"I think that was their actual target." Princess Twilight feared.

The missiles impacted the moon before them blowing it to pieces, and the meteors were flying right for them, "Go back!" Pinkie cried.

They turned the ship around and flew through the meteor shower making sure not to hit any, "I hope we've seen the worse." Rarity said, feeling anxious.

"Actually, I think it's right up there ahead of us." Pinkie corrected her, as they saw the Triceraton ships were waiting for them.

"Raph, Casey, A.J, Rainbow Dash, man the cannons!" Leo ordered, as the four activated the cannon and started shooting at the ships.

Donnie looked at his meteor seeing something approaching, "They launched another missile!"

They Triceraton ship launched what looked like a circular asteroid that penetrated the Ulixes with one half stuck in the interior of the ship. The debris of the ship flew around with one piece decapitating Fugitoid's head making him go offline as it landed in Twilight and Donnie's laps, "Professor!" The two cried.

To make it worse the crevices between it and the ship was letting air out, "If we lose our oxygen we'll suffocate." Sunset noted.

"Seal it up." Leo said, as he pressed a button causing two spray nozzles to spray a substance to seal off the crevices.

"If that patch takes another hit, we're in trouble." Raph said.

"And without the Professor, we aren't gonna be able to do anything at all." Donnie added in worry.

"He himself is the one that can truly pilot the ship." Twilight added.

"What can we do?" Pinkie asked.

"Keep this baby flying. Triceratons are still on our tail!" Casey ordered.

"So what is that thing?" Mikey asked about the stuck meteor.

"I've seen that before, but I can't remember." Traximus tried to figure it out.

Casey got up and used his bat to poke at it, causing it to crack open releasing a green goo from it, "Yuck! Meteor gunk?" Suddenly to his shock some slippery green slime creature emerged from the puddle, "Oh, man, that's disgusting!"

Traximus gasped, "I remember now! That's the Skeevix Virus!"

"Skeevix Virus?" Rarity asked.

"A dangerous race illegal in 2,000 systems! Don't let it escape!" they tried to stop it, but the slimy substance slipped out of the bridge.

"After it!" Rainbow called, as she, A.J, Mikey, Casey, and April hurried to stop it.

Donnie looked ahead seeing a nebula, "Look, that nebula is made of gas. We can hide the ship in the clouds."

"That won't be enough to get past their radar." Traximus warned him.

"We need to cloak," Leo ordered, "Donnie, can we do it?"

"Let's hope so! But we're gonna have to slow down to divert power!" Donnie said, as he slowed down the thrusters giving the Triceratons a better chance to blast them.

"Donnie, do it now!" Twilight cried.

Donnie activated the cloak allowing them to safely hide from the Triceratons ships, "I don't think we'll be able to cloak for more than like a few minutes."

"When that happens we'll be in plain sight." Fluttershy added.

"So what do we do, Donnie?" Leo asked.

Donnie stammered to answer, until Princess Twilight spoke up, "We got to have power, or those Raptors are gonna find us and take us out!"

After being pressured enough, Donnie finally cracked, "I don't know! This ship is awesomely complex. I'm I'm not as smart as the Professor, okay? I just build stuff out of junk and and Kraang parts!" he sighed.

Raph offered the Fugitoid's head to Donnie and some words of encouragement, "You're smart enough to build a robot like Metalhead, right? Maybe there's a way you can rebuild Fugitoid!"

Donnie looked down at the head, "Oh, I'm in way over my head here." he feared, until Twilight spoke.

"It's ok, Donnie. I'll help you."

"You will?"

Twilight nodded, "I may not know much about robots myself, but I am an expert in tinkering with stuff."

"You two go and fix the Professor," Traximus ordered, before picking up his blaster, "I'm going to help our comrades." he left the bridge.

* * *

Back with our heroes, they entered the wreck room to see multiple cocoon hanging by the ceiling, "What're those, eggs?" Casey asked.

"They look like cocoons." April answered.

"But they're empty." Mikey feared.

"So where did whatever was inside them go?" Rainbow asked, as they looked around until the room went dark.

They crept slowly before hearing munching sounds. They looked down seeing a little space creature munching on the wiring, "What is that? Applejack gasped.

"Space Gremlin!" Mikey cried.

The creature was ready to attack, until it was blasted by Traximus, "They're Skeevix, and if we don't stop them all they'll eat the ship apart inside out!"

More Skeevix came out from hiding and started attacking the heroes. They fought back hard, until one of them connected two wires resulting in an explosion knocking them back destroying the TV, "NOT THE TV!" Mikey cried.

April concentrated, "They're going to the engine room!"

Casey gasped, "Dudes, that's, like, the worst place they could destroy!"

"Come on!" Traximus ordered, as they hurried.

Back on the bridge, Donnie and Twilight were fixing the Professor's head, "Almost got it, I think." Donnie began.

"Now or never." Twilight said, as the Professor's head began muttering before coming back online.

"H-h-h-h-h-hello, fellas! Phew, thank goodness my brain was in stasis. I feel so light-headed literally."

"All right!" Both Spike's cheered.

Donnie spoke to Fugitoid, "Professor, we're cloaked but not for long. We need more power. We need you!"

"Take me to the Engine Room. I have spare parts in the storage closet. You can put me back together, Donatello. I know you can." Fugitoid spoke to the Turtle.

Princess Twi spoke to Donnie, "You got to move fast, Donnie. Sooner or later, the Triceratons are gonna find us."

"Right. Come on, Twi!" Donnie told Twilight, as the two geniuses hurried for the engine room.

* * *

Traximus and the others entered the engine room, where they saw more Skeevix eating around the engine, "Oh, no!" Traximus gasped.

"Pardon us, guys!" Twilight and Donnie came through the with professor's head.

"We don't have time." Donnie said, only for Mikey to pull him back.

"Bro, we got a problem." he motioned to the Skeevix.

"They're destroying the engine feeds!" Traximus called.

"We're gonna lose the cloak!" Rainbow gasped.

"We gotta stop these varmints!" Applejack ordered, as they engaged the space gremlins.

As the group fought the Skeevix, Donnie and Twilight brought the Professor's head to a table, "I hope we can do this." Twilight said in worry.

Fugitoid spoke, "No problem! I'll guide you..." the professor's voice started distorting, "Every step of the way." he shut down.

Donnie groaned, "Can my luck get any worse?!"

"I think it just did." Rainbow motioned to the engine that blew."

Pinkie cried on the monitor, "We just lost the cloak!"

"We're sitting ducks out here!" Raph added.

"Come on!" Traximus ordered his comrades, as they hurried back to the bridge, except for Donnie and Twilight.

* * *

They returned to the bridge only to get blasted again resulting in a hole opening up in the ship. Everyone grabbed hold of something to avoid being sucked out. Three Triceraton soldiers arrived on the ship, as one spoke to the other two, "You two retrieve the Black Hole Generator. I'll take care of them." The two left the bridge, as Leo sealed the hole again.

"Stop them!" Traximus went to stop the two, only for the third to block him.

"Let me show you what we do to traitors, Traximus!"

"I may be a traitor, but I'm the only Triceraton here with honor!" Traximus engaged the soldier with the others joining it the fight.

The soldier managed to knock everyone away, until his blaster was blasted away by Twilight holding her two blasters, "Hey, guys. We brought a friend." she said, as Fugitoid who was repaired entered and used his fusion core blast to destroy the soldier.

"Hello, everyone. Miss me?" he asked.

Everyone was excited to see the Professor repaired, but still had a situation, "They're gonna steal the black hole generator." Fluttershy reminded them.

"You all stop them. I'll pilot the ship!" Leo ordered, as the others hurried.

As they headed for the room, they were pushed back from an explosion meaning only one thing, "Leonardo, we're too late!" Traximus called.

"They got the pieces!" Sunset put in.

"Fugitoid, the Tri-Fleet is moving in to finish us off!" Leo warned him.

"Our destruction would be a big, tremendous bummer. We must escape! I will use my fusion core reactor to give our engines the power they need, but it may fry the ship in the process." The Professor warned them.

"I don't think we have a choice." Princess Twilight said.

"Clear of all planetary systems prepare for acceleration!" The ship jumped to hyper drive escaping the Triceratons.

* * *

After the jump, the ship was floating in space, as the heroes were finally able to catch their breaths, "That was too close." Rarity said.

"I'm surprised we made it out of here." Dog Spike said.

"We're still going to need to make repairs to the ship." Sunset reminded them.

Donnie fell to his knees and pounded the floor, "Ugh, all that, for nothing. I failed!"

April comforted him, "No you didn't, Donnie."

Twilight nodded, "April's right. If you hadn't gotten the Professor back on line, Mozar would've destroyed us all."

"So what matters most now is we're all ok." Mikey added, as Fugitoid approached.

"Donatello, you should be very proud or yourself. You used some of my spare parts in ways I would never have thought of. I think I'm built even better than before!" he embraced Donnie too tightly, "And between you and me, bleep, I believe it would only take you bleep 2,000 years to master Transdimensional Physics."

Donnie rolled his eyes, "Oh, great. Well, I guess I'll get started on that right away!"

Fugitoid turned to Twilight, "And you, Twilight, have proven to be very useful in the field as well. I know you'll do wonders with that smart mind of yours."

Twilight smiled, "Thank you, Professor."

"So what now?" Spike asked.

"I say after we repair ourselves we go after the Triceratons and get the pieces back." Rainbow suggested.

Princess Twilight spoke up, "Too dangerous. Let's focus on getting the third fragment, then we'll worry about the other pieces."

"Agreed. We need to slow down the Triceratons by any means." Traximus nodded.

"Then let's do it to it! Cowabunga!" Pinkie cheered.

 **(There you have it. Though they lost the two pieces, they repaired the Professor, and now they must hurry to find the last piece.)**


	13. The Evil of Dregg

**(Welcome to my next installment where they fight on Dregg's home world filled with nothing but bugs.)**

After their recent run in with the Triceratons, the heroes found the Ulixes in needed of much repairs. Once they arrived at a nearby repair station the Ulixes was all patched up and power restored to full. Twilight checked the status on the ship and spoke to the group, "Everything checks out."

"We're fully fueled and functional." Donnie added.

"Then let's go!" Fugitoid ordered, as the ship blasted off into space.

Rainbow looked around at the repaired ship, "Oh, yeah, it takes more than horn heads like the Triceratons to bust this ship up."

"Let's not celebrate so soon, Rainbow Dash." April warned her.

"April's right, we still have to recover the pieces of the black hole generator that the Triceratons stole." Applejack added.

"And we don't have enough dough to fix the time jump engine." Donnie put in.

"My friends, I know this journey has been arduous, but there is still a chance," Fugitoid said to brighten them up, "If we can destroy the last piece of the Black Hole Generator, at least we can slow the Triceratons down."

"And give us enough time to recover the other two pieces." Sunset agreed.

"First we need to get to the last fragment before Mozar and the others do." Traximus said, until they heard the monitor beep.

"What's that?" Fluttershy asked.

"Incoming distress signal to us." April answered.

"Who would send us an S.O.S?" Casey wondered.

Appearing on their monitor was Mona Lisa, much to Raph's surprise, "Mona Lisa?"

"Brave Raphael, we were attacked. Commander G'Throkka has been captured. I need your help." the Salamandrian girl said with distress.

"Captured? By who?" Princess Twilight asked.

"A vile bounty hunter called Armaggon." Mona answered with dread.

"Armaggon?" Mikey gasped.

"He escaped Cthuuga's belly?" Applejack asked in disbelief.

"And if he's escaped there's no doubt Lord Dregg escaped too." Sunset feared.

"Permission to board your ship?" Mona asked.

Raph spoke before Fugitoid could, "Permission granted."

As they waited for Mona to come board, Mikey and Pinkie took the time to tease Raph, "Ooh, Raph, kiss-kiss." Pinkie joked.

"Oh, Mona, smoochy, smoochy, smoochy." Mikey joked along as the tow laughed, until Raph shoved them aside as Mona Lisa entered the bridge.

"Mona!"

"Raphael!" The two approached and gazed deeply into each others eyes, "It brings me great joy to see you again."

"I'm so glad you're okay, Mona Lisa." Raph replied, as they continued to gaze lovingly at each other, until Leo cleared his throat wanting them to get down to business.

"So what happened out there?" Leo asked.

Mona explained, "Armaggon has captured G'Throkka and delivered him to the planet Sectoid-One."

Fugitoid spoke up, "That's Lord Dregg's home world. He controls the entire system."

Rarity pulled something up on the monitor, and explained, "'The Explorer's Guide to the Universe' says it's one of the most feared, evil parts of the cosmos."

"Well, that's sure to be a blast." April said in sarcasm.

"We'll help you rescue Sal Commander. He's one of us." Raph promised Mona.

"Raph's right, we never turn away from our friends." Leo agreed.

"For Sal!" Pinkie declared.

"Very well then. Course to Sectoid-One plotted, initiating Tachyon Warp. " Fugitoid announced.

Mona sighed, "Thank you, Raphael. Thank you, brave warriors."

* * *

As the Ulixes sped off to Sectoid-One, Applejack spoke, "I sure can't wait to give Dregg another beat down after what he did on Varuna."

"Same to Armaggon." Rainbow agreed.

The ship stopped and they found themselves in Dregg's home world, "Welcome to the Sectoid System. Population: bugs. Lots and lots of bugs." Fugitoid explained, as bugs were splatting against the window leaving green stains.

"This is probably the most repulsive system we've ever been to." Rarity gagged.

"This world used to be more grand and populated before Dregg took power," Fugitoid elucidated, "He is of a race of ancient cosmic insects that created these hive-worlds." they saw alien wasp creatures flying around, much to Rarity's disgust.

"I'll bet we're gonna be running into plenty of insect aliens." Twilight said.

Mikey spoke to Raph, "I bet this is majorly freaking you out, Raph, being afraid of bugs and all."

Raph shoved Mikey aside, "Not in front of Mona, Mikey. I'm totally fine. No prob. Not itching all over or freaking out, not me." he tried to keep his cool for Mona's sake.

"I think I've located Dregg's headquarters." Fugitoid said, as they were coming up on a planet.

* * *

The Ulixes landed, and Mona Lisa led them off, "Come, my friends. I will lead us to Dregg's lair."

As they walked, Mikey looked around and felt the terrain beneath his feet, "It's like walking across a giant wad of slowly baking pizza dough."

Donnie spoke up, "It's an organic compound, not unlike hornet hives back home." he was suddenly shoved by Casey who joked.

"Thanks for the info there, Donnipedia." he laughed.

Twilight spoke, "You know it wouldn't be such a bad thing to learn something new and interesting once in awhile, Casey."

"Yeah. I mean it's amazing you've made it this far in life with your IQ." Princess Twilight added.

"Whatever, I just wanna start kicking in some insect faces." Casey said before the ground he was standing on opened up and he fell into the hole.

"Casey!" Rainbow called, as she jumped down and grabbed his hand.

"Thanks, Rainbow." Casey said, until the two looked down to see a bunch of glowing green eyes.

After pulling themselves out of the hole they ran for it as a swarm of alien hornets flew out of the hole and towards the heroes, "It's a swarm, arm yourselves!" Traximus ordered.

Everyone drew their weapons and started attacking the alien bugs, "Ew, disgusting!" Rarity cried, as she used his sickle weapons to slice any incoming bug.

Twilight blaster at them, before dodging one's stinger, "Watch out for the stingers!"

One of the insects flew right into Donnie's face and latched onto it. Donnie tried prying it off but fell to the ground. Whatever alien bugs weren't destroyed fled, much to everyone's relief. Donnie got up and spoke in a muffled voice, "Guys, this can't be good," Everyone looked at Donnie seeing his face was swelling up. The girls were in shock, while Casey laughed hilariously, until Applejack punched his shoulder, "I'm hideous!" the smart turtle cried.

"Oh, dear. We should get him back to the ship immediately." Fugitoid suggested.

"Hang in there, Don. We'll go for Sal Commander." Leo said, as he led a group on, while April, Fugitoid, Fluttershy, Rarity, and Pinkie Pie took Donnie back to the ship.

* * *

The heroes looked ahead seeing Dregg's lair which looked like a mountain with a insect skeleton on it, "Dudes, that castle is right out of Crognard." Mikey cheered.

"How cool is that?" Rainbow asked.

"If the castle is yeesh one giant bug ahh where do you think they keep the dungeon?" Raph asked, while trying to contain his discomfort.

"Dregg is known to keep his prisoners caged in his throne room. He sees them as trophies." Mona Lisa explained.

"As expected from a tyrannical ruler." Princess Twilight said with a frown.

"Let's hurry." Traximus said, as they pressed on.

They snuck into the throne room while on the look out for any traps. Traximus motioned to something up ahead, and they saw Sal Commander lying in the center of the room, "Sal Commander." Leo gasped.

"He don't look too good." Applejack whispered.

"Come on." Leo whispered, as they crept forward with Mona Lisa following behind.

Mikey got close enough and whispered to the commander, "Sal Commander, it's us." when he went to nudge him, Sal Commander vanished.

"A hologram!" Traximus gasped.

Suddenly Leo, Raph, Sunset, and Rainbow jumped aside, while Mikey, Traximus, both Twi's, both Spike's, and Applejack were encased in a cage, "We fell into a trap!" Dog Spike barked.

Suddenly the throne room was illuminated by light, as they heard a familiar laugh all around. Everyone looked and saw sitting on a throne was Dregg, "Lord Dregg." Leo frowned.

Dregg spoke up, "Finally the Turtle aliens and Rainboom girls are mine."

"You mean ours, Dregg! Don't you cut old Armaggon out of the deal. " out came Armaggon with the real Sal Commander at his side looking guilty.

Mona approached, as Dregg spoke to her, "You did well, Y'Gythgba."

Everyone was in shock, as Raph asked in disbelief, "Mona, how could you?"

"What is the meaning of this?!" Traximus demanded.

"Mona?" Princess Twilight asked in shock.

"Fools! You fell right into my trap." Dregg laughed, as his Vreen appeared.

"Mona, why did you betray us? Why did you betray me?" Raph continued to question her, while Mona said nothing.

"Raph, free the others!" Leo ordered, as he, Sunset, and Rainbow went to fight the Vreen.

Unfortunately, they alone weren't enough against Dregg's minions. Princess Twilight called to Raph who wasn't moving, "Raph, what're you doing?!"

"Snap out of it, bro!" Casey called.

"It's no use," Traximus sighed, "He's lost his will to fight."

"No!" Applejack called, as Armaggon started pounding him with Raph doing nothing to stop him.

All Raph could see in place of Armaggon punching him was Mona, "Why?" he asked before slipping into comatose. With Raph defeated, the others didn't stand a chance and were imprisoned with their comrades.

Dregg laughed at the fallen heroes, and spoke, "Once I discovered the Red Turtle had a thing for the Salamandrian female, the plan came easily."

"Hey, who hacked their intergalactic love-mail? Armaggon," the hunter gloated with pride, "Who captured the big lizard? Armaggon."

Dregg getting tired of his hired help's gloating, "All right, we get it!"

"Just saying." Armaggon replied.

When Raph woke up, Leo spoke to him, "Raph, what happened back there?"

Traximus spoke up, "Easy, Leonardo. You cannot fault Raphael for his slip up. For he has suffered the most painful blows, right here." he pounded his own heart.

"What are you gonna do with us, Lord Bug-breath?" Mikey demanded.

"First, I desire the fragments of the Black Hole Machine."

"You're too late, Dregg." Princess Twilight answered.

"Huh?"

"The Triceratons already took them." Sunset finished.

"What?!" Dregg snapped, before realizing something, "Wait, where is the other turtle and the rest of the Rainbooms?"

"All the way across the galaxy, Dregg," Leo stalled, "Donatello and the girls is bringing an army of Salamandrians as we speak. Nobody messes with them!"

Rainbow whispered to Sunset, "I hope they've cured Donnie of that sting."

"You and me both." Sunset agreed.

Sal Commander spoke up to Dregg, "You promised to discuss the terms of our home world."

"We trusted your word, Dregg." Mona added.

Dregg answered, "Indeed you did. Come, let us speak in private. Armaggon, keep your eye on our dinner guests. And don't eat them."

Armaggon groaned, "Ah, you always take the fun out of everything, Dregg." Mona gave one last look to Raph, who turned his head away form her.

* * *

As Dregg and the Salamandrians left, Leo spoke to the others, "I can't believe they betrayed us."

Traximus spoke, "You heard what the Commander said, Leonardo. Dregg was willing to conquer their planet. They had no choice."

"There's always a choice." Princess Twilight replied, while glancing at Raph who was too down in self pity to even speak up.

Twilight noticed Armaggon with his back turned wasn't paying any attention looked above them where their cage was being concentrated, "Casey, I got an idea." she whispered.

"What?" he asked.

"Shock the top of the cage."

"You got it, Twi." Casey ready his hand made tazer and shocked the top of the cage shorting out their containment field. They were able to break out, much to Armaggon's shock.

"You gotta be pulling my fin!"

After reclaiming their weapons, Leo ordered, "Take them down!" So they went into battle against Armaggon and the Vreen, except for Raph, "Raph, we gotta fight!"

Before Raph could respond, he was swatted away by a Vreen and landed before Dregg and the Salamandrians who looked more ashamed than they already were.

"Enough!" Dregg attacked the heroes knocking them into a pit below where it looked like a bugs stomach down it.

"You vile monster!" Sal Commander shouted at Dregg.

"Raphael!" Mona cried to Raph who fell down into the hole.

They got up and looked around, "Are we in some kind of giant bug belly?"

"Rarity would puke if she were here." Applejack said.

"It's way cozier than a Kraang Worm stomach. Trust me on that." Casey said, until they heard a growling sound.

"What is that?" Spike asked.

"Doesn't sound friendly." Dog Spike shook.

Coming out from the dark was a big black scorpion creature, "Guys, what do you call that thing?" Sunset asked in shock.

"A Scorpinoid." Traximus answered, as they started fighting the deadly creature.

"Nothing ever survives a Scorpinoid. They'll be dead soon," Armaggon laughed. Mona Lisa spun around to attack, only to get blocked by the hunter, "Nice try." he attacked the two Salamandrians who were restrained by Vreen.

Dregg laughed, "Foolish! Now I will have Salamandrian to feast upon instead. And as for your planet? A literal smorgasbord. Today Dregg wins. Yes, go, Dregg! Go, Dregg, go!" he cheered for himself.

Hiding from the shadows was Donnie who was fully healed, Fugitoid, April, and the rest of the Rainbooms, "This is bad." Fugitoid said in worry.

"We got to help our friends." Fluttershy motioned to Mona and Sal.

"And the others." Rarity agreed.

"I think Armaggon might be able to help us." April answered.

"How? Do we go up and ask him?" Pinkie asked.

"No. But this should help." April using her aeon crystal was able to make Armaggon's drink fly out of his hand and nail Dregg in the head.

The bug leader frowned at Armaggon, who waved his hands in defense, "Hold up, Dregg, I didn't throw it!"

Dregg flew down from his throne to Armaggon, "You aquatic simpleton!" the two began fighting which gave the others the opening they needed.

Donnie sprayed the two Vreen with a special bug repellent distorting them. The two Salamandrians rose up, as Sal spoke, "Forgive us, my friends. We failed you."

"What do you mean?" Pinkie asked.

"Dregg and his army were threatening to destroy our planet," Mona explained, "He would call them off if we were to bring you to him."

"It was all a trap?" Fluttershy gasped.

"Yes, we have dishonored you." Sal said with shame.

"We'll work it out later. Right now we need to free the others," April said, as she blasted a cable in the throne room and lowered it down to the guys in the pit, "Guys, up here!" The group started climbing out of the pit, while avoiding the Scorpinoid.

As Dregg and Armaggon fought, the two realized what was going on, "What?!" Dregg shouted, as he landed before Donnie.

Donnie tried to spray Dregg only to realize he was out of repellent, 'Oh, no."

"Maybe you shouldn't have used so much on the Vreen outside." Pinkie suggested.

Dregg grabbed Donnie and tried stuffing him into his mouth, only to get attacked from behind by Mona Lisa. Dregg spat Donnie out, and glared at Mona who armed herself, "I made a terrible mistake. And I intend to rectify it." the two did battle.

As April and Rarity held onto the cable to help the guys up, Armaggon tackled them to the side, "I'm gonna enjoy this."

"I don't think you will!" Fugitoid unleashed his Fusion cannon knocking everyone to the side and putting a big hole in the castle.

After the guys escaped the pit, Traximus knocked Armaggon down into the pit, "Friends, out this way!" he motioned to the hole.

As everyone started heading for the exit, they looked down in the pit seeing Armaggon was dragged down by the Scorpinoid. They listened as his scream faded away, only to hear a large belch coming fro the pit, "Well, guess that's the last of him." Applejack said.

As Raph climbed out, Mona helped him up. Once he was on his feet, Raph nudged her aside having not forgiven her, "I'm so sorry I did not tell you the truth, Raphael."

Raph looked back at her with disappointment, "I trusted you more than anyone in the galaxy. And you betrayed me!" he growled and went to follow the others with Mona hurrying after them.

* * *

As they raced away from Dregg's lair, Sunset spoke to Fugitoid, "We gotta get out of here and fast, Professor."

Fugitoid answered, "I am remotely preparing Ulixes for take off."

"Unleash the Scorpinoid! You will not escape!" Came Dregg's voice.

Everyone looked behind them seeing Dregg riding atop the Scorpinoid with an army of Vreen right behind him, "This is not good." Rarity gasped.

"Can we take them all?" Fluttershy asked, until they saw Mona and Sal stand their ground.

"Everyone, go! Get to your ship" Mona ordered.

"We'll hold them off." Sal called.

"What're you crazy?" Applejack asked.

"What about your planet?" Donnie reminded them.

"All your people?" Pinkie added.

"Go. Save your world," Mona ordered before turning to Raph, "And, Raphael, I will always love you." she and Sal went into battle against Dregg's army.

Everyone saw Raph frozen as he watched them fight, "Raph?" Sunset asked.

"Are you ok?" Dog Spike asked.

"You love me?" Raph asked Mona, until a smile grew on his face, "She loves me!"

"I know that look." Mikey smirked.

Raph screamed in joy as he ran into battle with the others. Traximus spoke to the others, "Raphael has found his fighting spirit again."

Indeed Traximus was right. Raph fought against the Vreen like never before, until he saw Mona get stabbed in the back by the Scorpinoid's stinger, "Mona!" he shouted before going to fight the Scorpinoid.

"Give it to him, Raph!" Pinkie called.

"Take that overgrown scorpion down!" Rainbow cheered.

Raph made it on top of the Scorpinoid and attacked Dregg delivering an uppercut so powerful it literally shocked his head off, much to everyone's shock, "Whoa, he knocked his head clean off!" Pinkie gasped.

Everyone saw under Dregg's head was a thin metal robot head, "What the..." Twilight trailed off.

Even more shocking was Dregg's head speaking, "No fair! No fair!" The robot head started speaking, "I'll destroy you, Turtle. I'll destroy you all." Raph knocked Dregg's body off the Scorpinoid.

Raph jumped off the bug to check on Mona, "Mona."

The Scorpinoid was suddenly blasted by the Ulixes,"Isn't remote control awesome?" Fugitoid asked with joy.

"It sure is." Princess Twilight agreed, as the ship blasted the Vreen.

The group went to Dregg's body, "Dregg's really a robot?" Fluttershy asked.

"I'm not so sure." Rainbow said suspiciously as she pierced Dregg's torso with her weapon. Suddenly his torso opened up and crawling out was a little bug alien about five inches tall.

"You stupid fools! I am Lord Vringath Dregg, and I shall destroy you all!" the little alien declared.

The group laughed, as Casey spoke, "Imagine if everyone in the universe knew the greatest criminal in the galaxy was no bigger than a finger!"

"You will pay for your insolence!" Dregg was about to fly up to Casey only to get sprayed by Rarity's perfume, "Ugh! I'm blind!" he fell over into his exoskeleton's cockpit into comatose.

"Nasty creature." Rarity told him.

"Let's squash him and be done with him." Spike suggested.

"No time, we must treat Mona," Raph said, as Mona looked up at him, "You'll be ok, Mona. You'll pull through." Mona slipped into unconsciousness again.

* * *

When Mona awoken she saw she was in the medical ward of the Ulixes, "Morning, Sleeping Beauty." Pinkie greeted her.

"Do not fret, my dear. Soon you'll be feeling 100 percent." Fugitoid promised as he healed her.

Sal spoke to his comrades, "Brave Turtle warriors and Rainbooms, we ask for something impossible: your forgiveness."

Mona sat up to speak to Raph, "I'm so sorry, Raphael. Will you ever find it in your heart to forgive me?"

Raph laid a hand on hers and smiled, "I already have, Mona Lisa." Mona smiled to hear Raph forgiving her, and the two did their usual kissy nose, while the girls cooed.

 **(Chapter done. I know that wasn't completely what happened with Dregg. But after seeing that robot head it made me think Dregg was actually a little creature piloting a robot body, much like Skulker from Danny Phantom. Don't miss the next chapter where they go for the last piece of the black hole generator and pick up a little stowaway.)**


	14. The Ever-Burning Fire

**(And here we are again coming down to the wire for the end of this fic. Unless they can recover the third fragment then earth could be doomed a second time.)**

In the Ulixe's wreck room, Mikey and Pinkie were plopped down in front of the repaired TV watching Chris Bradford's cartoon. As it was getting to the good part, the TV was shut off and the two saw Raph and Sunset, "Why'd you guys do that?!" Pinkie complained.

"It was getting to the good part!" Mikey complained like Pinkie.

"Sorry, guys, but we're needed on the bridge." Sunset replied.

"So hop to it." Raph ordered.

Mikey moaned, "I miss Earth! I'm tired of space. And I miss Master Splinter."

"And I miss my sisters too." Pinkie moaned.

Raph and Sunset comforted the two, as Raph spoke, "So do I, little brother. Big time! But if we can stop the Triceratons, we can finally go home."

"And we can put all this destruction of the earth behind us." Sunset added to comfort Pinkie. Pinkie and Mikey with their spirits brightened followed Sunset Shimmer and Raph to the bridge.

* * *

Once they entered the bridge, they saw everyone was lounging around while waiting to arrive at their destination, "Man, it's a long way to the ZZ3 Plural X Beta Galaxy. Even warping is taking forever." Donnie said.

Rainbow who was taking a nap yawned, "Yeah, the far edge of the known universe is a long way."

"But at least we can rest up before we arrive." Spike said, as he and his dog counterpart were catching a few winks themselves.

"So what can you tell us about this planet, Fugitoid?" Fluttershy asked the Professor.

"The planet itself is Magdomar, which translates as Planet of Ever-Burning Fire."

"Sounds like it's worse than Phoenix during a heatwave." Applejack noted.

"Oh, man!" Mikey complained, "Couldn't we just once go to the planet of Comfy Pillows and Endless Free Pizza?"

"If such a planet existed I wouldn't be surprised." Princess Twilight answered.

"Especially with all the other planets we've seen during our travels." Twilight agreed.

Fugitoid continued, "It's also the home of Tokka, one of the Six Great Cosmic Monsters of the Universe. It is an ancient Vorkathian Fire Beast protecting the final fragment of the Black Hole Generator with its life."

Casey spoke up, "If we could keep from losing it this time, we might pull this off."

"Let's just hope Tokka's easier to evade than Cthuuga." Rarity hoped.

"Now approaching Magdomar. The Triceraton fleet must be near. We must avoid them at all cost." Fugitoid warned them.

April looked at the monitor ans spoke, "I see them! On the other side of the planet. Closing in." she pulled them up on screen.

"They're launching Raptors." Traximus gasped.

"They're gonna find the Black Hole thingy before us!" Mikey panicked.

"It's not a thingy, Mikey." Princess Twilight groaned.

"This is our last chance." Twilight said.

Leo spoke to the Professor, "Mr. Fugitoid, full speed ahead!"

"Booyakasha!" Fugitoid announced, as he powered the thrusters.

* * *

As they were on their way to the planet, on board the Triceraton mother ship was Mozar looking over the schematics for the Heart of Darkness, "With the Heart of Darkness in my hands, I shall become an admiral once again! And perhaps more." he snickered.

One of the Triceratons approached, "We are entering orbit, Captain Mozar."

"Send a search team and ready the teleporter. Once they've confirmed its location, I will beam down. I must have the fragment in my claws." Mozar demanded. And so a squad of guards were beamed down to the planet to scout and search for the third fragment.

Meanwhile the Ulixes had reached the planet and flew around avoiding burst of erupting lava, "Man, a whole volcano planet." Rainbow gasped.

"So many eruptions." Rarity gasped.

"Actually, this is the mild, calm part of the planet." Fugitoid answered.

"This is calm?" Applejack asked in disbelief.

Fugitoid motioned downward to a small rocky surface surrounded by lava, "That's where the Utrom said the fragment resides."

"Then let's grab it and be out of here." Dog Spike suggested.

Leo squinted his eyes and saw the piece, "There it is!"

Fugitoid activated the tractor beam to beam the piece up, "Come on! Come on!" Donnie pleaded.

"Why isn't it coming up?" Fluttershy asked in confusion.

"It's stuck." Twilight gasped.

Leo spoke, "It'll have to be a manual op. We need a clear landing spot. How about there?" he motioned to a clear spot.

Rarity looked around the planet seeing no sign of life, "Professor, where is this Tokka?"

"Somewhere close by, but if we act quickly, we..." the Professor was cut off as the ship was hit.

"What was that?" Pinkie gasped.

"Who's firing on us, Donnie?" Leo asked, and to answer his question Lord Dregg appeared on screen back in his exoskeleton.

"I did!"

"Oh, come on!" Rainbow groaned.

"We just dealt with you!" Pinkie moaned.

They saw Dregg's ship fly before them, "Did you shell-dwellers think that you can escape my wrath? You destroyed my Scorpinoid! He was my favorite pet. I loved him. Now prepare to meet a horrifying and depressing end."

Fugitoid sighed, "I'm always prepared for that."

"Me too." Fluttershy agreed.

Leo announced, "Evasive action!"

The Ulixes flew off with Dregg following in pursuit as he kept blasting them, "Shields are weakening!" April called.

"I think we're in a teensy, tiny spot of trouble. Just a teensy spot, not to worry." Fugitoid said while keeping positive.

April noticed Dregg's ship laying bug eggs, "It's hatching eggs!" The eggs hatched the reveal more of Dregg's minions.

"Oh, no, the Vreen!" Traximus gasped.

"That's just gross." April said in regards to the hatching eggs.

"Robobugs coming in fast!" Leo called.

"I got this!" Casey activated the cannons and began shooting at Dregg's minions.

Twilight spoke in fear as the engine sputtered, "Bad news, guys. Power converters are failing. We're going down!"

"Diverting power to thrusters!" Fugitoid called.

Raph called to Casey, "Casey, we got to hit them simultaneously, right on his ship's bug head. One, two..."

"Three!" the two activated their cannons which blasted Dregg's ship knocking it out of the sky.

The heroes cheered, before hitting a rock going into turbulence and crashed onto the planet's surface. As the crew suited up and left the chip Fugitoid called to them, "I will repair the converters while you find the final piece of the Black Hole Generator. Head north. Good luck, my friends. Stay cool," he laughed, "You get it? I made a funny." Applejack and Rarity rolled their eyes, as Pinkie answered while grinning.

"Good one!"

* * *

On the mother ship, Mozar was waiting for the word from the counts until receiving a transmission from Dregg, "Triceratons, heed me!"

Mozar squinted at the bug alien, "Vrinigrath Dregg! Why would criminal scum dare to contact the Triceraton Empire?"

"Oh, that hurts!" Dregg moaned in sarcasm, "I am royalty, you fool! And I know where the final fragment of your adored Black Hole Generator is. The Terrapins are on their way to get it."

Mozar hearing this spoke up, "Perhaps I was hasty, your royalness."

"Oh, that's better," Dregg said, "I will help you claim the fragment of your silly toy. All I'm asking is for the Turtles, alive. Oh, and also 40 million zemulaks."

"Agreed. If you find the fragment first, the money and the Turtles are yours." Mozar agreed, as Dregg ended his transmission.

* * *

Back on the planet, the heroes were making their way across the rocky surfaces while avoiding the pools of lava surrounding them, "This is definitely one planet I would not want to come back to." Sunset said while looking down into the lava.

"You and me both." Raph agreed, as the surface kept shaking from seismic activity and lava kept shooting up.

"This whole planet is out to get us!" Mikey cried, as they ran for safety.

They got away from the erupting pools, "We almost bought it back there." April panted.

"That was way too close." Mikey said only to be snatched up by the Hornitron.

"Mikey!" Leo called, as Dregg's ship flew off with him.

"We got him!" April called, as she and Twilight were blasting at Dregg's ship, but was getting out of range.

"After him!" Traximus ordered, as they chased after Dregg.

As the Hornitron flew with Mikey in it's mandibles, the turtle shouted, "Let me go, Lord Bugazoid!"

Dregg stopped his ship, "Oh, you wish to be released? So be it!"

Mikey looked down seeing they were above the sea of lava, "I didn't mean over lava!" But it was too late, as Dregg released Mikey who started plummeting into the lava sea.

Suddenly Leo swung by via space grappling hook and caught Mikey, swinging to safety, "You ok, Mikey?"

"My hero!" Mikey hugged his brother.

As everyone met back up, they heard screaming and saw Dregg himself flying right for them, "Take cover!" Traximus ordered, as some did , while a few got hit by Dregg.

The bug lord unleashed missiles from his body that were honed in on the heroes. Before they could impact, April stopped them with he telekinesis, "Back at ya, Dregg!" she sent the missiles at Dregg which exploded on him.

Dregg crashed onto one of the rocks and fell to the ground. He tried to fly only to see one of his wings was damaged. When he looked ahead seeing the heroes ready to fight, he shouted, "Why won't you just let me end your pitiful lives?" he whined. He was cut off as the planet shook again. Dregg quickly launched his Spider hand at April.

"Watch out for the Spider hand!" Pinkie shoved April aside, as she was ensnared in the hand and cable.

"Pinkie!" the girls called.

Dregg started falling from the rock they were on, dragging Pinkie with him, "Help me!" she cried. Princess Twilight jumped in and used her weapon to sever the cable connecting Dregg to his Spider hand, making the alien fall for the pool of lava, "Thanks." she told the Princess.

"Think this time we've seen the last of him?" Rarity asked.

"Dregg's harder to kill than a cockroach." Casey reminded.

"We better haul shell before the Triceratons find us." Leo ordered.

"Agreed. We better move." Traximus added.

Donnie looked around as more earthquakes happened, "These earthquakes are being caused by an unstable magma..." another earthquake erupted, and this time Raph and Rainbow Dash fell into a chasm, but used their space weapons to pierce the wall to keep them safe.

"Raph! Rainbow Dash!" Leo called.

"You two ok?" Sunset called to them.

"We're all right!" Raph called up.

"Let's get out of here." Rainbow suggested, as they started climbing up.

When they reached a lower edge they saw an egg covered in strange markings, "Is that an egg?" Raph asked.

"Hope it's not a Vreen egg." Rainbow hoped.

Suddenly the egg started moving, and hatched. Out form the egg came a purple baby turtle creature. It looked up at Raph and Rainbow making playful noises Rainbow looked with big eyes, "Oh, look Raph. A little turtle alien." she pat his head.

"Where's your mama, little guy?" Raph asked the baby.

They put the alien down, as Rainbow spoke to it, "Be a good baby and find your nest." The alien waddled its way to the edge looking ready to jump into the lava.

Raph quickly picked it back up, "Y-you're too close to the bad lava, little fella. Better stay with Uncle Raph for now." he put him on his shoulder

"And Auntie Rainbow Dash will protect you, little dude." Rainbow promised.

So they climbed back up to their friends, as Raph spoke, "Guys, look what we found." the alien turtle made chortle sounds.

"Oh, my goodness!" Fluttershy gasped, as she looked at it, "What a cute little creature."

"A baby turtle? What'd you do, lay an egg down there?" Casey joked.

"Highly illogical, Casey." Twilight replied.

"Not a good time to adopt an alien pet, Raph." Donnie voiced his disapproval.

"But he looks so darling." Rarity cooed at it.

"Let us see!" Spike called on behalf of him and his counterpart, as both Twilight's held them up to the alien.

"Whoa, an alien species that looks like turtles?" Dog Spike asked, as he got close to the turtle alien. The little alien licked Dog Spike's nose, much to his surprise, "That tickled!" he laughed.

Mikey took him, "Awe, he's almost as cute as me!"

Raph took the creature back, "Rainbow and I found him first!" he tried petting it, until the alien playfully bit his finger, "Ouch!" he cried.

"Feisty fella, aren't you?" Rainbow asked the baby.

Raph pondered, "How about I call you Chompy Picasso." Chompy chortled in agreement.

"He likes it." Rainbow noticed.

April spoke to the two, "What you need to do is find out who his mom is and give him back."

"April's right," Fluttershy agreed, "She must miss her baby."

Leo interrupted them, "Forget it! We're on a mission to save Earth, not alien turtles."

"Have a heart, Leo." Pinkie argued.

"Yes. It wouldn't be wise to hold onto him while its mother is looking for it. An enraged mother is not something to take likely." Traximus warned Leo.

"Agreed." Fluttershy nodded.

"Guys, Triceratons!" Sunset pointed up to some Raptors closing in.

"Take cover!" Leo ordered, as they hid behind some rocks.

As the soldiers dismounted their ships, one of them contacted Mozar, "Captain Mozar, I've located the Black Hole Weapon fragment. Dregg made good on his intel."

Hearing this, shocked the heroes as Traximus whispered, "Dregg made a mistake in bargaining with Mozar."

Speaking of said Captain, Mozar beamed down and used his binoculars to find it. Soon he discovered the location of the final fragment, "There it is. The final piece of the Heart of Darkness. The Emperor will reward me gloriously."

The heroes were in shock, "Oh, no." Pinkie gasped.

"They found it." Twilight added.

Suddenly Chompy let out a loud chortle which Mozar heard, "What it that?!"

The Triceratons opened fire at the guys hiding spot, "Everyone, make a break for it!" Princess Twilight ordered, as they retreated with Traximus, Leo, and Twilight blasting at the soldiers and Mozar.

"Later dino-dudes!" Mikey used a smoke bomb allowing them to escape.

* * *

After eluding the Triceratons, they headed over to the location of the third black hole generator fragment. Leo quickly radioed the professor, "Fugitoid, we found the fragment. We'll have it loose in no time."

"We need a pick up." Sunset added.

Fugitoid's voice replied, "Oh, dear. I haven't got the ship's power back online yet."

"Say what?" Casey asked.

"What're we supposed to do, carry it on our shells?" Leo asked rhetorically.

"It could be a good work out." Pinkie noted, as Leo sighed.

As Chompy chortled again, Rainbow rubbed its head, "Hey, little guy, if we knew how to find your mama, we''d..." Rainbow was cut off, as the place shook.

"Not again!" Mikey cried, as they started sliding downward.

Twilight noticed something, "Guys, I think this piece of rock is lifting up!"

"Lifting up?" Applejack asked in confusion.

The group cried as they grabbed onto the tip of the spiked rocks and held on, "Too close." Pinkie cried.

"Why do I have a feeling this rock isn't what it looks like?" Rarity asked.

"Because it isn't!" Traximus gasped, as they heard the rock they were standing on rise up to reveal Tokka who roared.

"We're on the back of Tokka?" Spike gasped.

"I'm slipping!" Raph cried, as he let go and everyone fell to the ocean of lava only for a new rocky surface to rise up giving them a safe landing.

"What a relief." Casey sighed.

"Look, the fragment's still stuck to Tokka's shell!" Donnie noticed.

"How do we get it now?" Fluttershy wondered.

"The only way to get that thing is to climb Tokka." Traximus noted.

"Agreed, leave it to us." Leo ordered, as Raph handed Chompy to Rainbow.

"Take care of Chompy, Rainbow!" Raph went to help his brothers.

Chompy looked at Raph sadly, before Rainbow cheered him up, "Don't worry, Chompy, Raph's gonna be all right... I hope."

As Tokka was attacking the Triceratons who were blasting it, the turtles started making their way up Tokka's shell, "They made it!" April cheered, until Chompy chortled loudly, which got Tokka's attention.

Fluttershy looked back and forth between the two and gasped, "Girls, I think Chompy is Tokka's baby."

"Say what?" Rainbow gasped.

Raph who heard it on his communicator was equally shocked, "Tokka's a mom?!"

Tokka started stomping right to the location of the girls and lowered her head to them seeing its child, "Uh, no hard feelings, ma'am?" Rainbow asked nervously, as she placed Chompy on Tokka's lip.

Tokka rose back up to take down the Triceratons who were blasting her with Raptors. After taking a powerful hit, Chompy was knocked off Tokka and plummeted downward, "CHOMPY!" Rainbow and Raph cried, as the turtle jumped down and caught him. Raph used his grappling hook to try and hook onto one of Tokka's shell spikes, but missed, only for Mikey to use the sickle part of his weapon to grab hold.

Raph swung to a lower part of Tokka and sat Chompy on it, "You'll be safe here, Chompy. Stay with your mama. Good boy."

Raph and his brothers climbed up the shell and started wedging the piece loose, "Give it everything, you got!" Leo ordered, until the fragment got loose and began falling.

"No, the piece!" Mikey cried.

Before the fragment could hit the lava it was caught in a tractor beam, courtesy of the Ulixes, "I've got it in my tractor beam. Pulling it in now . Too bad the lava isn't hot enough to destroy it, but we will..." Fugitoid gasped as the Hornitron swooped in and snatched it.

"So long, suckers!" Dregg shouted.

"No, we had it!" Raph cried.

"Blasted bug!" Mozar cursed, "Triceratons, beam me up immediately!" he was beamed back to the ship.

The heroes were beamed back up into the Ulixes, while Tokka activating some magma rocket boosters from below her shell shot off into the sky.

As everyone returned to their stations, Fugitoid spoke, "Welcome back, friends. Sorry for losing the fragment."

"Just stay on Dregg's tail!" Traximus responded.

"Guys, we got trouble!" Applejack called.

They saw Tokka flying right behind them, "She can fly?!" Leo gasped.

"Is she going after Dregg or us?" Twilight asked in confusion.

"She's gonna ram us!" Mikey cried.

Luckily for them, Tokka passed the ship but threw it into turbulence. After regaining control, Princess Twilight spoke, "Looks like she's really going after Dregg."

"But she's headed for the Triceraton ship." Traximus noted.

On the ship Mozar received a transmission from Dregg, "Mozar! I've got your precious weapon fragment, but you must destroy Tokka. Give me sanctuary and 100 million zemulaks, or I drop it into a star." he bargained with Mozar.

Mozar frowned at Dregg's dealing, "You vile pirate. But I suppose we have a deal," As the Hornitron docked into the ship, Tokka latched onto the destroyer, until Mozar shouted, "Fire!"

As the Triceratons fired rockets, Donnie picked up where they were headed, "The Triceratons are firing rockets straight into that dwarf star."

"A dwarf star?!" Twilight gasped.

Fugitoid spoke, "Surely they would not be so foolish as to trigger the destruction of that dying star. What am I saying? Of course they would!" After the dwarf star was blasted, it exploded. The Triceraton ship and Ulixes quickly activated hyper drive and left leaving Tokka to get caught in the explosion.

* * *

After exiting hyper drive, Fluttershy spoke in shock, "I can't believe they took out Tokka."

"And Chompy was with her." Rainbow said in sorrow.

"Now he's gone." Raph said sadly.

"Then who's this hitching a ride on your shell?" Mikey asked.

Everyone looked and saw coming out of Raph's shell was Chompy still alive, "Chompy!" Raph and Rainbow cheered.

"You're ok, little guy!" Rainbow nuzzled him without even caring about the girls cooing.

"But but what about Tokka? She was just trying to protect the fragment and Chompy." Raph sighed.

"She did what any mother would do." Traximus said.

"Guys, if Mozar's got the final piece, we're in trouble." Princess Twilight said.

* * *

On board the Triceraton ship, Dregg was meeting with Mozar, "Thank you for the final fragment. Your 100 million zemulaks are right in there." Mozar motioned to a room.

Dregg went inside seeing it was completely empty, "Where? I don't see anything. Where is my money?!" he realized Mozar locked him in the room. Dregg pounded on the door demanding to be released. Mozar opened the airlock and Dregg was sucked out into the cold vacuum of space drifting off.

Back on the ship, the Triceratons brought all three pieces together, and the Heart of Darkness was completed, "It is done! The Heart of Darkness is complete." The captain declared.

A soldier spoke to his captain, "Captain. A scout Sergeant Zog has found another Kraang outpost."

"Excellent. Then we shall test the Heart of Darkness on our old enemies." Mozar smirked.

"Sir, I have also discovered something you will find amusing." The soldier added, as Mozar listened.

* * *

On the Ulixes, Fugitoid was typing in coordinates, "Setting a course for the Milky Way Galaxy."

"We have to get to the Triceratons before they bring it to the planet." Sunset said.

"Whoa. Someone's trying to hack our monitors." April gasped.

"Dregg again?" Donnie asked uninterested.

Appearing on their monitor was Mozar, "Mozar?!" Traximus gasped.

"Terrans, observe," Mozar revealed the generator completed, "The Black Hole Generator is complete. We are soon to test it on a planet you know all too well. A planet called Earth."

Everyone gasped, until Princess Twilight stood up and called him out, "Mozar, this has gone far enough! I'm giving you one last chance to see reason. Call off your plan before you destroy an entire civilization! Do you want the destruction of millions of innocent lives on your shoulders?!"

"If it means the destruction of the Kraang, it must be done." Mozar answered with no remorse.

"Mozar, don't be a fool!" Traximus shouted.

"Farewell." Mozar ended transmission.

Everyone was left in shock knowing their planet was about ready to face annihilation a second time. Princess Twilight turned to Fugitoid bearing a serious expression, "Fugitoid, floor it!" the ship took off.

 **(There you go. Unfortunately they failed to get the final fragment, and now must hurry back to earth. But when secrets surface Fugitoid may not be so trusting by the others. Don't miss next time.)**


	15. Earth's Last Stand

**(Welcome to the chapter. Prepare for shocks, surprises, and sadness as the turtles and Rainbooms make one last effort to save the planet.)**

Out in space, the Ulixes came out of hyper drive and returned to their home galaxy, "Oh, look at it. The Milky Way in all of her ineffable glory." Donnie marveled.

"The glories of our whole system." Twilight looked in wonder.

Mikey started cheering, "Yes! We're heading back to Earth! Master Splinter, New York City, pizza, Ice Cream Kitty! Whoo-hoo-hoo!"

"I hear ya, Mikey," Applejack agreed, "I can't wait to see Granny, Big Mac, and Applebloom."

"Same for my dad." April added.

"And my sisters!" Pinkie cheered.

"And Sweetie Belle too." Rarity smiled.

Leo hating to be the party pooper had to speak up, "Guys, this isn't a celebration. We've got one last shot to stop the Triceratons, or we're not gonna have a home to go back to."

Everyone remembering the importance of their mission ceased their celebrating, as Fugitoid spoke, "Leonardo is correct. This is our final chance to capture the Black Hole Generator. We cannot travel back in time again."

"If we don't succeed, your planet will be doomed." Traximus put in.

"And if the portal goes with the planet, Spike and I can't get back to Equestria." Princess Twilight noted.

"Which means I'll be stuck as a dog for life!" Spike whined, before regaining his composure, "But then again I could get used to it."

Raph spoke up, "We'll do whatever it takes to stop them, even if it means sacrificing our lives," Chompy chortled, "Ah, don't worry, little guy. I'm not going anywhere."

"And neither am I." Rainbow pat Chompy's head.

"We're gonna go mad crazy on these alien freaks, right?" Casey asked while feeling pumped.

"For the earth!" Sunset Shimmer declared.

"The Earth!" everyone on board cheered.

* * *

Later as everyone was waiting around for their return to earth, Rainbow Dash spoke up, "So how're we gonna destroy the black hole generator if it's invulnerable to everything?"

"There is a way," Fugitoid answered, "But the entire Heart of Darkness must be destroyed. Not a single piece must remain."

April while holding onto the aeon crystal started feeling strange vibes from Fugitoid, "What's wrong, Professor? I can sense you want to tell us something." Everyone looked over at then Professor wondering what he was going to say.

Traximus, Twilight, and Sunset knowing what this mean kept silent as Fugitoid sighed, "My friends, I must confess something to you, something I couldn't reveal until you got to know me better as a humanoid err android."

"What're you talking about Fugi-dude?" Casey asked in confusion.

"Professor?" Fluttershy asked.

"You see, it was not the Kraang who invented the Black Hole Generator. It was I who created it." he confessed.

This shocking revelation left the group speechless, "WHAT?!" they cried.

"No way!" Leo gasped.

"It can't be!" Rarity covered her mouth in shock.

"It doesn't make an sense!" Pinkie cried.

So Fugitoid explained to them exactly what he told Twilight, Sunset, and Traximus about Subprime buying the machine off him and how he realized the mistake he made, "I mean, seriously, come on. They're the Kraang!" Fugitoid finished.

"That is messed up, yo." Casey said while bearing a look of disappointment.

Leo stormed up to Fugitoid, "Fugitoid, how could you? You you lied to us. Everything was a lie!" Donnie jumped in and restrained his brother.

"Whoa, hold up, Leo! The Professor's saved our lives over and over. He gave us another chance."

"His heart was in the right place." Fluttershy stuck up for the Professor, only for Raph to shout.

"He doesn't have a heart, he's a robot!"

"Low blow, Raph!" Spike barked.

"Earth wouldn't have been destroyed, this insane space chase wouldn't be happening if you didn't build that thing in the first place!" Leo lashed out at Fugitoid, only for Twilight and Sunset to push him back.

"Leave him alone, Leo!" Twilight ordered.

"Can't you see he feels guilty enough as it is?" Sunset asked.

"Why're you two defending him, when he lied to us?" Leo asked in anger.

"Because we also know what it's like to make mistakes and try to rectify them," Traximus stood his ground, "Why else would he tell us out of all of you the truth beforehand?"

"Wait, you three knew?" Rainbow asked them.

"And you've been hiding it from us, why?" Leo questioned them.

"Because the Professor knew this is how you'd react if he told you earlier!" Sunset shouted back.

"And telling us now makes it better how?" Leo argued.

"Better late than never," Pinkie said, as all eyes fell on her, "What?"

Fugitoid spoke to defend himself, "I was a different humanoid all those centuries ago. I've changed. I'm trying to make up for my mistakes."

"Mistakes?!" Leo continued to get up in Fugitoid's face only for Sunset and Twilight to push him back again.

"Yes, mistakes. We've all made them." Twilight replied.

"Nothing like this!" Leo reminded them.

"Oh, no?" Sunset asked, "I tried to conquer this whole world with a power beyond my control, but I learned from it and became better. Does that make me any different from the Professor?"

"Well..." Leo was cut off by Twilight.

"I was hated and loathed by my entire school, who forced me to use magic beyond my understanding causing me to nearly tear both worlds apart!" Twilight argued, "Does that make me different from the Professor?"

Princess Twilight stepped in, "Leo, haven't you always been taught that everyone deserves a second chance? Well, I've given plenty of former enemies second chances and they turned into better beings. I would've thought someone like you would be more open minded about everything."

Leo not wanting further argue with her answered, "I don't want to be a part of Fugitoid's plans anymore. I'll come up with my own plan to take down the Triceratons." he stormed away.

"Leonardo!" Traximus called out, but Leo left. Traximus sighed before turning to Raph, "And I was told you were the stubborn one." Raph rolled his eyes.

Sunset and Twilight turned to her friends, "We're sorry we didn't trust you enough to tell you." Sunset said in guilt.

Applejack replied, "No, as much as it pains us, you did the right thing."

"You were only trying to help a friend who you know the pain of better than us." Rarity agreed.

"Just wished Leo would've been more open minded about it." Rainbow grumbled.

* * *

As the ship approached Mars they could see the Triceraton mother ship, "I say we go for a direct assault and take them out." Rainbow suggested.

"A direct assault is futile! And odds are we'll be the ones assaulted." Fugitoid warned her.

Raph replied, "We got no choice, Fugitoid."

"Yeah. Thanks to you," Casey replied rudely. Applejack who was standing close clonked Casey on the head, "Ow! What was that for?!"

"Hand slipped." Applejack replied giving Casey a disapproving look.

Fluttershy went over to the Fugitoid, "Don't worry, Professor. The girls and I still believe in you."

"Thank you, Ms. Fluttershy." Fugitod answered, while still feeling guilty.

Suddenly Raptors came in and started shooting at the Ulixes, everyone held on as Donnie realized something, "Guys, Leo never came back!"

"Where'd he go?" Dog Spike asked.

April tried to contact him, "Leo, come in. Answer your comm! Oh, no, he's about to do something really stupid."

"Oh, no." Princess Twilight gasped.

Leo had suited up and went to the scout ship, while hearing his brothers plea for him to not do it, "Don't you guys get it? Fugitoid's just using us to get his Black Hole Machine. I know what needs to be done."

Traximus' voice came, "No you do not! You're thinking with a mind clouded by anger and bitterness. When a soldier goes into battle with a mind like that, they're the first to fall!" Leo paid him no mind and launched off into space to fight the Raptors.

Leo started shooting down the Raptors before blasting at the mother ship. That proved to be a grave mistake as the Triceratons activated their defenses which blasted the scout ship, and more Raptors blasted it off course. The Scout Ship exploded sending Leo into the vacuum of space. Leo woke up and suddenly saw his helmet cracking, "Oh, no!" he gasped, as his helmet shattered, exposing his head to the coldness of space.

"Leo!" everyone cried.

"After him!" Princess Twilight ordered Fugitoid.

"Rock rockets coming in fast. Full power to shields! Brace for impact!" Fugitoid called, as they were hit and thrown off course.

"We gotta save Leo!" Mikey cried.

"Professor, do something!" Pinkie cried.

"Don't you think I'm trying? Or do you think I enjoy plummeting straight for the surface of Mars?" Fugitoid asked in sarcasm.

"We're gonna crash!" April cried.

As Rarity was holding onto Spike, the dog cried, "Rarity, I love you!" Rarity looked at him oddly.

Fugitoid spoke up, "Activating secondary systems. Overriding controls. Sending dark matter to the thrusters!" the ship pulled up and headed back to space.

"Yes!" Twilight and Sunset cheered.

"You did it, Professor!" April congratulated him.

"Now we gotta save Leo." Raph said.

Rarity looked to Spike as she held him, "Did you confess your love to me?"

Spike looking sheepish answered, "Well, I know you're not the Rarity I know in Equestria. But I had to get it out back there in case we, you know..." Rarity smiled and couldn't help but shed a tear.

Donnie checked the monitor, "I got him on scanner, he's up ahead." The Ulixes got close to Leo and beamed him up.

They brought Leo to the med bay, as Donnie scanned him, "His heart. Stand back!" he used a defibrillator device to give him a jump start. It shocked Leo bringing him back.

"Leo, you're back! I thought you were a goner, dude." Mikey said in relief.

"You scared us to death there, Leo." Applejack added.

"You got to chill out, man. Enough with the crazy one-man missions. Leaders are called leaders because they're supposed to lead a team!" Raph reminded him.

Princess Twilight approached and gave Leo a slap to the face, "Ooh!" Pinkie groaned.

"Ow! Jeez, did ya have to..." Leo was cut off as Princess Twilight threw her arms around him and sniffled, "Twilight?"

"Don't ever do anything like that again, you hear me?!" she cried, "What would Master Splinter say if he saw you trying a suicide attempt like that?"

Leo realizing his boneheaded move spoke, "Sorry, everyone."

"Just don't go doing something that crazy again." Rainbow said.

"Come on, help me get to the bridge. We still gotta stop Mozar." Leo said weakly.

"The Triceratons have probably made it to earth by now." Donnie theorized.

"Which means your first battle against them on earth is already happening?" Fluttershy asked.

"That's right." Raph confirmed.

* * *

After returning to the bridge, the group could see Earth straight ahead, "There's still a chance we can stop the Triceratons, right?" Casey asked Fugitoid.

"Well, we will arrive on Earth approximately five minutes sooner than the last time I arrived." he answered.

"Five minutes ain't too bad." Pinkie admitted.

"Are you crazy? That's not enough time." Leo voiced his disapproval.

"I don't get it," Rainbow began, "Why didn't we just drop the first two into a star or something when we had the chance?"

Fugitoid answered, "I designed the generator so it is only vulnerable to a combination of fusion and dark matter. So if you will calm down and allow me to..." Donnie interrupted the Professor.

"Um, guys? Look! I'm tapping into Earth's satellite footage," they saw the Triceratons repairing the timer of the heart of Darkness, "The Triceratons are ready to set off the Black Hole Generator again!"

"Dudes, look I'm zooming in!" Mikey said, as he zoomed in to see a Kraang Stealthship flying for the mother ship, "That's you guys coming to rescue me, right?" they saw the stealth ship blow up.

"You guys blew up!" Pinkie panicked.

"Easy, Pinkie. We had a teleporter that got us onto the ship." Donnie answered.

When they arrived to Earth, Fugitoid explained his plan, "Here is my plan. While you all aid your past selves in stopping the Triceraton guards, I will capture the Black Hole Generator with my tractor beam."

"So you drop us off on Earth and fly off with the Generator alone? Forget it!" Leo once again voiced his disapproval.

"You take it, and they'll only chase after you for it." Princess Twilight stated.

"We can't let you make that kind of sacrifice." Sunset said, until she noticed the Fugitoid flinch at the word.

"I can sense you're hiding something from us, Professor. You're lying to us." April said suspiciously.

Casey readied his hockey stick, "Cough it up, Fuge. What's the deal yo?"

"Professor, what's wrong?" Sunset Shimmer asked in concern.

"Nothing's wrong. It is imperative that you all follow my exact plan without question!" Fugitoid ordered.

"We can't make that promise, Professor." Donnie answered, as the turtles armed themselves.

"We're not going to abandon you." Rarity added.

"It's not the honorable thing to do." Traximus put in.

"We're going to Earth, all right, and you're coming with us." Raph finished.

Fugitoid gave them a firm look, "No, I am not. And if you will not implement my plan, then you are no longer wanted on this ship."

"Professor?" Sunset gasped at his sudden dark tone.

"I'm sorry." he whispered, as he pulled a switch that ejected everyone from the ship.

They started falling to the streets of New York only to be stopped by the tractor beam before they hit the pavement, "Thank the tractor beam." Mikey said in relief.

"The Professor saved us." Fluttershy smiled.

Leo spoke up, "No. He just felt guilty. You just wait. He's gonna steal the Black Hole Weapon before the day is done."

Sunset growled and snapped, "You know what, Leo! We have bigger things to worry about so why don't you give it a rest!"

Leo knowing she was right about bigger things, ordered the team, "Let's move!"

"Washington Square's right around the corner!" Donnie called, as they got a move on.

* * *

When the group arrived they saw left the turtles, April, and Casey feeling dejavu, while the Rainbooms were surprised, "Dudes, Shredder's mutants are helping us?" Rainbow asked in disbelief.

"They won't be for long." Raph reminded her.

Fluttershy gasped seeing Slash and his team imprisoned, "The Mighty Mutanimals."

"Look!" Princess Twilight motioned to the past turtles joining in the fight.

"Come on!" Traximus ordered, as they joined the fight.

They joined in much to the past turtles confusion, "Those guys are us?" Past Raph asked Past Mikey in disbelief.

As the group fought, Applejack looked over seeing Splinter and Shredder fighting some of the Triceratons, "Look over there!" they saw their master and enemy.

"Wow, they really do make a good team." Rainbow admitted, as they overheard Splinter speak to his old friend.

"Hurry, Saki, we have no time!" Splinter told Shredder, as the two ran to the machine. Splinter ran ahead with Shredder following behind, and the turtles knew what was coming next.

"Master Splinter, no!" Leo cried.

"BEHIND YOU!" Pinkie screamed.

Splinter gasped as he felt something go through him. Everyone stared in shock thinking it was the end of their sensei all over again, until they heard him shout, "What's this?!" he looked back at Shredder, to reveal he had caught Shredder's claw underneath his arm avoiding the stab. Shredder tried to strike with his other claw, only for Splinter to dodge and twisted Shredder's caught arm before kicking him aside, "I knew you were a snake, but stopping me from saving the world?!" he called Shredder out for his move.

"It is because of you Karai is gone!" Shredder went to attack Splinter.

"The timer!" Twilight shouted, as she jumped in and blasted the timer shorting it out before the Heart of Darkness could activate.

"Yes! The timer is down. We're gonna win!" Donnie cheered, until Mozar beamed down before them.

He saw both turtle teams side by side making him realize it, "So you time-traveled back to save your world, which means I destroyed it the first time around, did I not? Now Mozar will win the second round." he started attacking, as the groups joined in.

"Dudes, I get it. Those guys are us from the future!" Past Mikey gasped.

Mikey answered, "No, dudes. You're us in the past."

"Same thing." Twilight replied.

As the group fought, Rainbow noticed more Triceratons beaming down, "We need help, and I know where to get it." she brought Fluttershy and Pinkie to the captured mutanimals.

"Slash!" Fluttershy called.

"Fluttershy, Pinkie Pie, Rainbow Dash?" Slash asked in confusion.

"What're you girls doing here?" Dr. Rockwell asked in confusion.

"No time, Doc. We're here to bust you out!" Pinkie answered, as they freed the captives.

"Yes!" Rockwell cheered.

"Freedom!" Leatherhead announced.

"Let's get back in the game!" Slash armed himself, and they went to help.

Mozar kept blasting at the heroes, until Sunset Shimmer threw her exploding kunai at his blaster destroying it, "No matter, all I need are these." he punched his palms and began striking the turtles.

Before Mozar could finish them, Traximus charged in and rammed the captain, "You used to be my role model. I looked up to you as a cadet. You were a symbol of honor and respect. Now all I see is a Triceraton whose lost his way!"

Mozar snuffed him, "And all I see is a traitor to the emperor." the two Triceratons engaged, as the heroes fought off more soldiers.

Rainbow after knocking a Triceraton out looked over seeing Splinter and Shredder going at it, with Splinter breaking both Shredders arms and knocked him back with his helmet coming off, "Master Shredder!" Tiger Claw ran and picked his master up before calling to Splinter, "You have won this time, but don't count the Foot out for long."

Rainbow called out, "Hey, Tiger Claw!"

Tiger Claw looked over seeing the girl, "You?" he asked in confusion.

"Yeah. Me. Just want you to know you think what Splinter did to your boss was bad? Well, if it weren't for Splinter, your boss would've doomed the entire planet all for a petty disillusioned vendetta. So if I were you, I'd think very hard about where my loyalties should really reside." Tiger Claw was stirred by what Rainbow said, but just walked away with his master in his arms. Rainbow seeing there was nothing left to do rejoined the fight.

Tarximus and his friends were knocking Mozar and his army around like they were nothing. The Captain looked at his enemies and spoke, "This is not over!" he and his army beamed back up to the star ship.

Mozar spoke to one of his officers, "Take us back to the mother ship! Triceratons, we shall power up the mother ship to destroy their city. Then we shall retrieve the Heart of Darkness from its ashes and wipe out the entire Earth!" the star ship connected back to the mother ship.

Back on earth, the turtles embraced their father knowing he was safe, "Father!" they cheered.

"My sons?" he asked.

"Master Splinter," Princess Twilight approached with the Rainbooms, "We're glad to see you're ok."

Splinter smiled at the familiar faces, until everyone saw the Ulixes bring the black hole machine up and connect to the bottom, "Oh, no! Fugitoid's got the Generator. It's what he wanted all along." Leo gasped, as the Ulixes was flying up to the Triceraton mother ship.

Sunset after thinking about it suddenly gasped, "Oh, no! Guy's I get it now!"

"What is it?" Twilight asked.

"He said the only way to destroy the Black Hole Generator is a combination of fusion and dark matter."

"Which means?" Casey asked.

Donnie gasped having realized it too, "The ship uses dark matter, and the Fugitoid is powered by a fusion core."

Leo gasped, "That's that's why he wanted us off the ship. He didn't wanna steal it."

"He's sacrificing himself." Sunset finished, as a look of worry grew on her face.

"Oh, no!" Fluttershy gasped.

"No!" the girls cried.

"Fugitoid, don't do it!" Mikey pleaded.

"Professor, you can't!" Traximus called.

Fugitoid who had been setting things up for his inevitable sacrifice inside the ship answered them, "It has to be this way, my friends. If you knew my intent, you would have surely tried to stop me, and for that, I thank you."

"Professor!" The Rainbooms called, as the Triceraton mother ship was powering up their cannon.

Fugitoid revealed his fusion core and was ready to self destruct, "Let it be known that you are my friends. And I love you all!"

Sunset cried, "Fugitoid, don't go! You can't!"

Fugitoid had one last thing to say as the Ulixes was moments away from colliding into the Triceraton cannon, "Sunset Shimmer, thank you." a drop of oil fell from his eye part.

"FUGITOID!" Sunset Shimmer screamed while in tears.

Mozar seeing the Ulixes coming right for them screamed, "NO!" the mother ship exploded when the Ulixes and Fugitoid self destructed. Both ships and the Heart of Darkness were taken out.

* * *

Back in New York, everyone saw the explosion in space, while Sunset cried in the arms of Princess Twilight, "Sunset Shimmer, this is what the Professor wanted." she comforted her sad friend.

Traximus spoke to her, "He did what he felt was best for the planet and all of us. His sacrifice was not in vain."

Sunset wiped away a tear, "I know. But I'm really gonna miss him."

"We all will, darling." Rarity comforted her, and the girls group hugged.

Splinter spoke to the groups, "I do not fully understand what transpired here this evening, but I thank my sons, both present and future. And to my extended family as well." he smiled at the girls who embraced him along with both sets of turtles.

Past Casey spoke up while looking at his future self, "So, uh, what are we gonna do about this? The Earth isn't big enough for two Casey Joneses." he got shoved by his other self.

"Hey, back off, punk!"

The two April's were sitting on a bench acting more behaved, as Present April spoke, "I don't know. I always kind of wanted a twin sister."

Past April answered in equal joy, "Wow! Me too! This is actually kind of cool."

"It wouldn't be safe," Twilight spoke up, "We can't have both sets of ourselves living in the same time line. It'll be disastrous."

"Agreed, but can we do?" Princess Twilight asked.

Spike answered, "Why don't we take the past selves to Equestria? I'm sure they can find a good living there."

Past Raph answered, "And be stuck as a pony? I pass."

"Yeah. I love my sweet shell." Past Mikey hugged himself.

Everyone pondered on what to do, until they saw the Ulixes land before them, "The Ulixes?" Fluttershy asked.

"Fugitoid's back?" Mikey asked in disbelief.

"But we saw his ship explode." Pinkie mimicked the explosion.

Donnie spoke, "Wait. If there are two sets of us in this universe, then there would be two Fugitoids as well."

The ship opened up, as the bridge came down. Stepping out was past Fugitoid who greeted them, "Hello, my dear friends. My name is Professor Zayton Honeycutt. How would you like to go on a wondrous adventure?" the past turtles started voicing reactions of amaze and excitement, as Leo spoke to his and his brothers past selves.

"Space is awesome, guys, and if there's one guy in the universe you can trust, it's the Professor." Leo said, having finally forgiven the Professor, as Past Fugitoid spoke.

"Thank you, Leonardo. Perhaps we'll all meet again in the future." The past turtles said their goodbyes to Splinter before getting on board followed by past April and Casey.

"I think we should talk about this!" Splinter pleaded, but knew their minds were made up.

"Fuge, think you cans top by CHS to pick up our past selves?" A.J asked.

"Certainly, Ms. Applejack. And you, Traximus, I brought someone along who you may recognize." stepping out from the ship was Zeno.

"Zeno?!" the turtles and Rainbooms gasped.

"My friend!" Traximus cheered.

"Hello, everyone. Good to see you all again." Zeno greeted them.

"But how did you escape?" Fluttershy asked.

"I made it through like you all did and fled the empire. I traveled the far reaches of space to get away and hide out. Then I met the Professor Honeycutt of this time who offered me help. When Bishop alerted the Professor to come here, we knew you were all ready to save your planet. And you've succeeded."

"We promised you." Rainbow reminded him.

"And now we can begin a new." Traximus said.

"Too bad, you guys are the last of your species." Sunset sighed.

"Not quite," Zeno replied, "As I traveled with the Professor, we found more Triceraton defectors on another planet. Some who escaped the destruction of our home world, or other rebels who betrayed the emperor."

"I look forward to seeing them," Traximus said, as he turned to his turtle friends, "Farewell, brave turtle warriors. I hope one day we will meet again."

"Same to you, Traximus." Leo answered.

"Take care of our other selves will you?" Mikey asked.

"You have my word." Traximus answered, as he went on board the Ulixes.

"Goodbye, guys. We'll see you later." Princess Twilight and the girls said their goodbyes to the turtles.

Rainbow pat Chompy's head, "See you around, Chompy. Take care of him, Raph."

"You know it." Raph promised, as the girls joined the others on board the ship that took off.

Slash spoke to Raph, "Got to say, I've seen a lot of weird days, but this has got to be one of the weirdest."

"Have I got some stories for you, pal." Raph replied.

Splinter looked to Leo, "I would like to hear some stories as well, my sons."

Leo yawned, "How about first thing tomorrow, Sensei? Tonight, I need some sleep." So the turtles and their allies headed home having had enough excitement for one day.

* * *

Meanwhile at CHS, the Rainbooms were by the school looking concerned. Past Rainbow spoke, "Looks like that Mozar guy was pulling our leg."

"Or maybe he was stopped." Past Fluttershy suggested.

"By who?" Past Rarity wondered, until they saw the Ulixes land.

"A space ship?" Past Twilight gasped.

"Whoa!" Past Dog Spike said in amaze.

The bridge came down, as they saw figures standing in the shadow of the entrance. Past Pinkie approached and bowed, "We come in peace, alien life forms."

Walking down was Pinkie who answered, "Yeah we know you do." The past Rainbooms were surprised as they saw themselves come down the ramp.

"Girls, it's us." Past Twilight gasped.

"What're we wearing?" Past Applejack asked.

"I don't know, but I like it." Past Rarity answered.

When the two sides met, Past Sunset Shimmer spoke, "Who're you girls?"

"We're you of course. Duh." Pinkie Pie answered.

Sunset spoke up, "What she means is, we're you from an alternate time."

"Alternate time?" Past Fluttershy asked.

"Yes, a time where the earth was destroyed, but we escaped." Princess Twilight answered.

"But we saved time and now we need you girls to go out into space while we stay here and pick up where we left off." Pinkie explained.

"Oh, well that makes sense." Past Pinkie said.

"It does?" the girls asked her.

"But you won't be alone, the turtles, April, and Casey are in the ship waiting for you, and with some new friends too." Applejack explained.

"And you'll be in the best of care with the ship's pilot." Sunset added, as Past Fugitoid came down.

"Hello, my dear girls. My name is Professor Zayton Honeycutt. How would you like to go on a wondrous adventure?" he offered.

"In space?" Past Rainbow gasped.

"That's right." Rainbow nodded.

"Awesome!" Her past self cheered, as the others started liking the idea.

"Spike and I just need to get our past selves." Princess Twilight said, as she and Spike went through the portal and came back with their past selves.

"I can't believe we're going into space, Spike!" Past Princess Twi cheered.

"Yeah. Can't wait." Past Spike replied.

"How did you manage to convince yourself?" Sunset asked.

"When I brought up space travel she jumped for the chance." Princess Twilight answered.

"Same for my past self." Spike added.

"Well, girls, shall we go?" Past Fugitoid offered.

"A moment, please," Princess Twilight said, "We know you're not the Professor we met, but we want you to know we're going to miss you."

"Thank you, Princess."

Fluttershy hugged him, "You take care of our past lives, ok?"

"You have my word, Ms. Fluttershy."

"We won't forget you, Fuge." Rainbow hugged him.

"You were a great friend." Applejack hugged him.

"Thank you, girls."

Rarity pulled something out of her bag, "Here, Professor. I made this for your other self, but I think you should have it. A token of my gratitude for saving us and our home planet." she put around the Professor's neck a long scarf colored red, green, gold, tan, brown, purple, and gray.

The Professor looked at the article of clothing and answered in joy, "Thank you, Ms. Rarity."

Twilight hugged him, 'You take care out there, Professor. Stay safe." Twilight said.

"I shall do my best," he reached down and patted both Spike's heads who enjoyed it.

Pinkie was bawling as she hugged the past Fugitoid, "I'm so going to miss you, Professor."

"There-there, Ms. Pinkie Pie. It's not goodbye forever. Only until the next time."

"Yes, next time." Pinkie agreed.

Sunset was the last and hugged him, "No matter what mistakes you made in the past. You have more than made up for them. Always remember that."

"I will, Sunset Shimmer," Past Fugitoid was suddenly taken aback, as Sunset Shimmer kissed his forehead, "Oh!" the girls giggled, at Sunset's move, as the girl shrugged.

Princess Twilight looked up seeing Traximus and Zeno and called out, "Thanks for everything, you, two!"

"We salute you, Rainbooms!" Traximus said, as he and Zeno saluted them and they saluted back.

"Well, come along, girls." Past Fugitoid said, as the past Rainbooms went on board the ship that took off for space.

"There they go." Rainbow said.

"Eeyup." Applejack agreed.

"Girls, I think this calls for a celebration!" Pinkie called, "Slumber party at my house!"

"How about it, Twi?" Applejack asked Princess Twilight.

"Well, after what we went through. I need it." she answered.

* * *

Soon everyone was in Pinkie's bedroom in their jammies having fun like before, "Man is it good to be back home." Rainbow said in relaxation.

"I'll say. I missed my room." Pinkie said.

"Princess Celestia will definitely wanna know about this when I get back." Princess Twilight said.

"You said it." Spike agreed.

As everyone took a drink of punch, Sunset Shimmer spoke up, "Girls. We wouldn't have survived space or saved the planet if not for a very special friend," the girls nodded, as Sunset raised her cup, "A toast. To Fugitoid."

"To Fugitoid!" they announced.

Sunset looked out the window and up into the sky, 'Thank you, Professor, for everything.' she thought.

Meanwhile floating above the earth's atmosphere was debris from both the Triceraton mother ship and the Ulixes. Amongst the debris was the Professor's head that was offline. Suddenly his eyes started beeping until they came back online fully functional.

 **(And there you go. Things were hairy at first but they pulled it off. I do support Sunset Shimmer and Fugitoid after writing this. Don't miss the epilogue following this.)**


	16. Epilogue

**(Welcome to the epilogue which will also lead to what I have planned next.)**

One night in New York city, Leonardo narrated the past events, _"It's been weeks since we saved Earth and stopped the Black Hole Generator. Things have finally been cooling down. No more Triceratons. No more Kraang. And best of all, no more Shredder and his goons. They've completely disappeared from the city. So tonight, the night of the full moon, Master Splinter is performing a very special initiation."_

Down in the Turtles lair, April, Princess Twilight, and the Rainbooms were kneeling before Master Splinter, while the turtles knelt behind them. Off to the side was Casey, Twilight, and both Spike's. Splinter spoke up, "April O'Neil, Princess Twilight Sparkle, Pinkie Pie, Fluttershy, Rainbow Dash, Applejack, Rarity, and Sunset Shimmer," he spoke something in Japan before giving each of them a tanto blade, "This tanto represents the Dragon: Strong, fierce, intelligent. A dragon not only relies on its physical strength, but its keen intellect as well," Spike smiled at the praise, as the girls thanked their sensei in Japanese. He continued, "Be at one in spirit and body. Be like the dragon."

"Hai, sensei." they thanked him.

"April O'Neil, Princess Twilight Sparkle, Pinkie Pie, Fluttershy, Rainbow Dash, Applejack, Rarity, and Sunset Shimmer. You are now kunoichi's of the Hamato clan."

The turtles cheered for the girls, and Mikey spoke, "It's time to celebrate, yo!"

"You girls wanna come on an evening run with us before you head home?" Leo offered.

"Sorry, Leo. But Spike and I really need to get back to Equestria." Princess Twilight answered.

"And we gotta go too," Sunset answered, "Our school's raising money for a class trip, and we need to help out."

"A class trip to where?" Casey asked.

"A place called Camp Everfree." Pinkie answered.

"Camp Everfree?" Princess Twilight asked.

"Don't worry, it's not like Equestria's place." Sunset assured her.

"Man, camp sounds so cool." Mikey moaned.

"Don't worry, we'll tell you guys all about it when we get back." Rainbow promised.

"We really should be going." Rarity said.

"Thanks again, sensei." Applejack thanked Splinter, as the group left the dojo and headed back up top.

* * *

Soon they were on a bus ride back home, as Pinkie cheered, "We're finally kunoichi's!"

"It's so amazing." Fluttershy smiled.

"You girls should be proud," Twilight said, "Shame, I haven't learned training like you."

"Twilight, with stuff you did up in space, you're already like a kunoichi." Rainbow replied.

"Rainbow's right. You helped us a lot out in space." Rarity reminded her.

"Yeah, give yourself some credit." Dog Spike said.

"I guess you're right." Twilight answered.

As the bus came to a red light, Fluttershy was looking out the window until she saw a black cat on the sidewalk. She smiled at it, as the cat looked up at her revealing it had glowing yellow eyes, "Huh?"

"What's wrong, Fluttershy?" Rainbow asked.

"That cat over there," she motioned to where she was looking only to see the feline was gone, "Where'd it go?"

"You're seeing things, Fluttershy. You obviously need this trip to camp." Rainbow said.

"But I'm sure I saw it."

"Let's just relax and enjoy the ride home." Rainbow said, as the bus went off again as the light turned green. As the bus drove off, the same black cat went out into the middle of the street and looked at the fourth wall with its glowing yellow eyes. It let out a meow before scampering off.

 **(And there you go. Don't miss the next fic where the turtles and their friends are off to Camp Everfree with the Rainbooms.)**


End file.
